Summary
The fact that you may need to register with state agencies like Massachusetts Secretary of State is a sneaky misconception that many folks miss.
However, with the rise of remote work, states have begun cracking down and levying penalties for those who (unknowingly) fail to register.
If you're considering operating in Massachusetts, use this guide to:
- Explore the that triggers the need to register with the Massachusetts Secretary of State, including criteria such as physical presence, economic activity, and advertising efforts.
- Determine where and how to register with the Massachusetts Secretary of State.
- Understand additional requirements such as Registered Agents, registration with other state departments, and ongoing annual reports.
What criteria would trigger the requirement to register with the Massachusetts Secretary of State?
Massachusetts considers a business to be "doing business" if it has a significant level of activity or presence within the state's borders. This includes:
- Physical Presence: Having an office, store, warehouse, or any other physical location within Massachusetts.
- Employees in Massachusetts: Hiring employees who live and work in the state.
- Regular Sales and Activity: Engaging in frequent sales, providing services, or conducting other income-generating activities with Massachusetts clients or customers.
- Massachusetts-Based Income: Regularly generating revenue from sources located within Massachusetts.
Activities that Massachusetts might NOT consider "doing business":
- Isolated Transactions: Conducting an occasional sale or project without a continuous pattern of activity.
- Owning Property: Simply holding property or investments in Massachusetts.
- Litigation: Defending or bringing legal action in Massachusetts.
- Interstate Commerce: Primarily engaging in the movement of goods or services across state lines (this may be protected under federal law).
Where do I register, and what else is required?
Massachusetts Secretary of State
- A Certificate of Good Standing is required (dated within the past 90 days)
- SOS registration is required within 10 days of first in-state payroll
- Form must be filed by fax
In addition:
A Registered Agent is required to serve as the company's physical in-state presence to receive important legal documents. Do not fall victim to the common misconception that you can leverage an in-state employee as your Registered Agent. It's far too risky.
You'll want to review the other registrations required in Massachusetts. Here's a Massachusetts specific guide we put together.
What is the registration fee?
The fee charged by Massachusetts is $375.
How long does Massachusetts usually take to process?
Massachusetts usually takes approximately 2 - 3 weeks to process registrations.
What is required ongoing?
Each state has a complex schedule of required annual reports, which can vary by entity type. Let's take a look at Massachusetts's:
C-Corporation
- Filing Date: By the end of the month prior to the registration anniversary month
- Filing Frequency: Annual
LLC
- Filing Date: By the end of the month prior to the registration anniversary month
- Filing Frequency: Annual
Non-Profit
- Filing Date: by the end of the month prior to the registration anniversary month
- Filing Frequency: Annual
There is an Easier Way
Automate registration and annual report tracking in AbstractOps.This guide should definitely help reduce some of the confusion for Massachusetts. However, if you have multiple states to worry about, you may look to:
Automate state registrations and annual reports
Centralize email, snail mail, state ID’s, and registered agents, and
Take control of action items, eliminating risks before they become penalties.
Start the AbstractOps product demo to see how easy this can be.
Note: For the avoidance of doubt, nothing provided here shall contemplate, constitute or include tax or legal advice. Always double check with state agency websites for the most up-to-date requirements.
