Last updated
Massachusetts uses the term resident agent. The agent matters from the first filing, because M.G.L. c.156C s.12 puts the agent's name and address in the Certificate of Organization. The agent's written consent has to be in the certificate or attached to it. The same section says the LLC is formed when the certificate is filed, so settle your agent before you file. Our Massachusetts business guide covers searches and general fees.
Who can be a resident agent in Massachusetts?
We could not read the section of the LLC law that sets the qualifications (section 5), so we are not going to list them. Ask the Secretary of the Commonwealth, or read c.156C s.5 before you name someone.
What we can confirm is what the filing asks for:
- The name and address of the resident agent for service of process.
- The address of the office in the commonwealth that the LLC is required to maintain.
- The agent's written consent, in the certificate or attached to it.
An agent is the person who receives legal papers for the company. Our service of process guide explains what arrives and what to do with it.
Does the agent show up again after formation?
Yes. Section 12 also says every LLC files an annual report that sets out the same information as the certificate. So the agent and the office are repeated each year, and the annual report is $500. If the agent changes, fix the record before the report is due, so the report is right the first time. The report is due by the anniversary of the LLC's original filing.
How do I change the agent?
The Secretary of the Commonwealth's filing fees page lists these LLC filings:
| Filing | Paper or fax | Filed electronically |
|---|---|---|
| Change of resident agent or office | $25 | No fee |
| Change of resident agent office, filed by the agent | $25 | No fee |
| Resignation of resident agent | $25 | No fee |
File online when you can. The fee is zero. The state's online filing page is where electronic filing starts. A change by the agent covers a move by the agent's own office. A resignation is the agent's own notice that it is leaving. When you replace an agent, get the new agent's agreement in writing as well, since the statute asks for consent when an agent is named in the certificate. We found no consent step spelled out for later changes, so keep the written consent in your records.
What if the agent leaves and nobody replaces it?
The pages we read do not describe the consequences, and we will not invent them. The statute treats the agent as part of the required content of the certificate and the annual report, so a missing agent is a gap in the record. Name a replacement as soon as you know the agent is going.
How do I look up a resident agent?
Use the Corporations Division's public search, which is free and open all day. The summary screen for an entity opens from the results. Our registered agent lookup guide shows the steps for reading one.
Can I serve as my own agent?
The pages we read neither allow nor bar it. If you live in the commonwealth and keep an office there, it may be possible, but confirm the section 5 rule first. Our guide to being your own registered agent explains the trade-offs, such as a public address and being available during business hours.
For the whole formation process, read the Massachusetts LLC guide.