Massachusetts Resident Agent Service at a Street Address

Section 5 of Chapter 156C says each LLC shall have and maintain in the Commonwealth two things. The first is an office, which may but need not be a place of its business, where the records required by section 9 are kept. The second is a resident agent for service of process. Those two items are separate, and the certificate lists both: the street address of the records office, and the name and street address of the resident agent.

The filing office is the Secretary of the Commonwealth's Corporations Division, in Boston. The Certificate of Organization under section 12 has no form number, and the form says "Certificate," not "Articles." It costs $500 by mail or in person and $520 online, because the electronic route adds a $20 expedite fee. It states the exact name, the general character of the business, the latest date of dissolution if any, the managers if any, the people authorized to sign filings and real-property instruments, and the federal EIN if available.

The agent is the resident agent for service of process on the LLC. State mail does not follow the agent: the regulation sends a dissolution notice to the office required by section 5(1), the records office. The text here is the LLC chapter, and the same agent service is open to corporations, LPs, LLPs and nonprofits.

The statute says the agent is an individual resident of the commonwealth, a domestic corporation, or a foreign corporation authorized to do business in the commonwealth.

The Division's regulation, 950 CMR 112.13, is broader. It lists an individual, a domestic corporation, a domestic not-for-profit corporation, a domestic other business entity authorized by law, a foreign corporation qualified to do business in the Commonwealth, or a foreign other business entity authorized by law and qualified.

So an LLC can in practice use a wider range of entities than the statute's short list suggests. An individual who lives in Massachusetts can serve, and that can include one of the LLC's own members or managers.

The regulation says the office address of the resident agent must be a street address, and a post office address is not sufficient. Chapter 156C and the regulation set no office hours for the agent.

The certificate carries the agent's consent in the agent's own words: "I, resident agent of the above limited liability company, consent to my appointment as resident agent pursuant to G.L. c 156C § 12."

The certificate is a public filing, so the address you put there for the agent is public. If you move, the filing goes stale until you update it.

A Massachusetts resident can serve as their own agent. You receive papers directly and there is no separate charge. Service can arrive on any working day, and you own the compliance calendar if your address changes.

A commercial resident agent is a company that takes the role as a business, with its own street address on the record in place of yours.

You change an agent by filing a Statement of Change of Resident Agent/Resident Office. Filed electronically there is no fee. On paper or by fax it is $25, and a fax filing also carries a $6 expedite fee on the fee schedule. So online is the obvious choice. The statement sets forth the new resident agent's written consent to the appointment.

The annual report cannot do this job. Under 950 CMR 112.14 the annual report may amend information in the certificate, except that any change to the registered agent or office must be made as provided in 112.13, which means the Statement of Change. The Division does not publish a standard processing time.

When you move to Mainstay, we prepare and submit the statement online, so there is no state fee to pass through on the switch. Cancel a prior service only after the state record shows the new agent.

A Massachusetts resident agent resigns on a Statement of Resignation of Resident Agent. The agent has to furnish a copy of the resignation to the LLC, and the statement says whether the resident agent office will be discontinued and that the copy has been furnished. The fee is $25 on paper or by fax and nothing online. Under 950 CMR 112.13 the resignation is effective on the 31st day after the statement is filed, so you have about a month to file the free Statement of Change naming a replacement.

Under 950 CMR 112.20, an LLC that fails to appoint a resident agent within 60 days after notice from the Division may be considered inactive and dissolved in the public interest. The notice is mailed to the records office required by section 5(1). If the problem is not corrected within 90 days after the date of the notice, the Division administratively dissolves the LLC. An LLC that misses its annual reports for two consecutive years can face the same proceeding.

The agent problem comes first in practice. A lawsuit served on an agent who has moved can end in a default judgment. A resignation is a reason to name a replacement the same week.

Our Massachusetts price is $149 a year, and it renews at the same $149. The resident agent role and compliance reminders are what it buys. Your annual report is due each year on the anniversary of formation, carries a $500 state charge, or $520 if filed online, and is not filed as part of this service. The $199 formation package files it and also brings the resident agent, the Certificate of Organization and your EIN application.

On the public record, Mainstay's Massachusetts street address replaces yours. We scan and upload any service of process on the same business day at no cost. Each year the first three government mailings are scanned free, and every piece after that has a scan or shipping fee. Free physical forwarding is something we leave out of every tier.