A registered agent is the individual or business entity that receives legal documents from the state, and then forwards them to your business address. But why is this a requirement, and who should you designate as your registered agent in Massachusetts?
In this guide, we will break down all the details you need to know about Massachusetts registered agents.
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What is a Massachusetts Registered Agent?
One of the most common questions we receive from entrepreneurs in Massachusetts is why a registered agent is required to form an LLC or corporation. While it might seem like an unnecessary middle-man type of role, the registered agent fills a vital role.
The registered agent’s job is to provide a reliable way for the state to contact an official representative of your business at any time, which is especially important if your business is ever sued. If you didn’t have a registered agent, a lawsuit could progress through the courts without you even knowing about it, which is obviously far from ideal.While Massachusetts does not provide a recommended list of registered agent services, we reviewed the top options and compiled a list of the best Massachusetts registered agent services based on price and overall value.
Who Can Be a Massachusetts Registered Agent?
As stated by the Secretary of the Commonwealth of Massachusetts, all registered agents must have a physical street address (rather than a P.O. box or other similar service) at which they are present for standard business hours. If that requirement is met, the registered agent may be either an individual resident or an organization that is authorized to do business in Massachusetts.
Aside from the legal requirements, an important aspect to discuss is who should be your registered agent. You have the right to declare yourself as your own registered agent, which has its pros and cons.
On the positive side, you can save some money by not paying anyone to serve as your agent, but you’ll also likely need to make your home address a matter of public record, which is not ideal. Additionally, you’ll need to be physically present at your business during all standard operating hours (9-5, M-F).
Some entrepreneurs like to have a friend or family member serve as their registered agent, but if that person doesn’t have experience in this position, they might not know what is expected of them. In addition, designating your lawyer or accountant as a registered agent can work, but these options are usually quite expensive.
Our preference is to hire a professional registered agent service, which provides a combination of convenience, affordability, and peace of mind that is unrivaled by any of these other options.
How Do Massachusetts Residents Get Served?
The most important part of a registered agent’s role is being served a summons.
Before a summons is served in Massachusetts, a plaintiff must first file a suit by submitting a Statement of Claim and Notice form which can be obtained from the Clerk in the plaintiff’s district. Afterwards, the claim must be filed (either in person or by mail) along with the appropriate court fee, which ranges from $40 to $150 depending on the size of the claim.
If these steps are all taken correctly, the commonwealth of Massachusetts will allow a sheriff, deputy sheriff, or any other authorized person to serve a summons to the defendant’s registered agent.
How to Designate a Massachusetts Registered Agent
The answer to this question depends on what type of business you’re starting, but with either a corporation or an LLC, you’ll need to designate your registered agent when you form your company.
When forming a Massachusetts corporation, you’ll need to designate your registered agent in the Statement of Appointment of Registered Agent which will be submitted along with your other formation documents. On the other hand, if you’re establishing an LLC, then you’ll need to state your registered agent’s name and address in article 6 of the Limited Liability Company Certificate of Organization.
If you’d rather, either form may be completed online through the commonwealth of Massachusetts’ digital filing platform at this link.
How Can I Change My Massachusetts Registered Agent?
If you would like to change your registered agent for any reason, the process is pretty simple.
Depending on your business entity’s type, you’ll need to complete either the Statement of Change of Registered Agent or Registered Office document for corporations or the Limited Liability Company Statement of Change of Resident Agent/Resident Office form. Alternatively, either file may be submitted online using the Corporations Online Filing System on the Commonwealth of Massachusetts’ website.
The fee for filing either form is $25.00 if submitted in-person, by mail, or by fax. However, should you choose to submit using the online platform, you may do so free of charge.
Lastly, it should be noted that these Statement of Change forms are the only way for a business entity in Massachusetts to change their registered agent; it is not possible to change your registered/resident agent in the Annual Report.
How Does a Massachusetts Registered Agent Resign?
Sometimes, a registered agent may have to resign from their position.
In Massachusetts, you may do so simply by completing either the Statement of Resignation of Registered Agent for corporations or the Limited Liability Company Statement of Resignation of Resident Agent depending on your business entity type. Both forms are single-page documents which ask only for the resigning agent’s name, the name of the company, the registered address, the date and a signature. When completed, it may be mailed or faxed to the Secretary of the Commonwealth. It costs $5.00 to resign if the business entity is an LLC; no fee is required for corporations.
Why Should You Hire a Professional Massachusetts Registered Agent Service?
Hiring a professional registered agent is basically the best of both worlds between serving as your own agent, and designating a lawyer or accountant.
The biggest benefit in our opinion is the privacy protection this allows, as you will be able to keep your personal address private. There’s also a major advantage compared to having an attorney or accountant serve as your agent, namely the fact that registered agent services are almost always much cheaper.
Another reason we like this option is that these companies specialize in providing quality registered agent service. They know exactly what’s expected of them, and there are rarely any issues to speak of.
The other major benefit of hiring a registered agent service is that most of them operate in all 50 states, so that if you ever want to expand your business into another state, you won’t need to hire an additional registered agent. Your same registered agent will be able to provide the coverage you need in your new state, while still providing the same service in Massachusetts. If you hired a lawyer or accountant, they would only be able to help you expand to a new state if they have another physical office in that state.
You Stay Compliant
Finally, most professional registered agents operating in Massachusetts offer some sort of compliance calendar. With this service, your registered agent helps you keep track of due dates for ongoing LLC maintenance requirements like annual reports, which is a valuable bonus.
The top registered agent service providers include some other appealing attributes, including access to their extensive customer support networks. Some of them include a full year of registered agent service with any business formation package, which can be a real money-saver. Another welcome attribute is that some registered agent services provide volume discounts if you require service in multiple states, or if you prepay for multiple years.
What Is the Penalty for Not Designating a Registered Agent in Massachusetts?
You need to have a registered agent to form your limited liability company or corporation in Massachusetts in the first place, but if you let your registered agent service lapse, there could be some serious consequences.
Failure to maintain a registered agent could lead to your business losing its good standing with the state of Massachusetts, and the state also has the right to officially dissolve your LLC if they choose to.
Another issue would be the difficulty of being served if your business is sued. If the state cannot get ahold of your registered agent, a court may decide to go ahead with the lawsuit without your knowledge, which could even lead to a judgment against you. This can happen not just if you fail to designate a registered agent, but also if your agent is not present during business hours to accept the document delivery.
As you can see, the task of designating a registered agent for your Massachusetts business isn’t quite as easy as just writing down your own name.
There are significant downsides to just about every option in our opinion, but we recommend hiring a professional registered agent service because that option has the fewest disadvantages. They charge affordable rates, and you never have to worry about losing your good standing, having your LLC or corporation dissolved, or having a lawsuit proceed in your absence.
If you have any further questions, you can contact the Massachusetts Secretary of State:
Secretary of the Commonwealth
One Ashburton Place, 17th floor
Boston, MA 02108