A Massachusetts resident agent (also referred to as a registered agent or statutory agent in some states) is a person or company designated as the company’s official point of contact.
The purpose of a resident agent is to receive service of process (legal mail such as a summons, subpoena, or lawsuit) and forward it to the appropriate person in the company. The state requires resident agents for a Massachusetts Limited Liability Company (LLC), corporation, Limited Liability Partnership (LLP), or Limited Partnership (LP), but sole proprietorships and general partnerships do not need one.
What are the Requirements of Massachusetts Resident Agents?
The requirements for registered entities to have a Massachusetts resident agent are in Massachusetts Statutes Chapter 156C, Section 5 (Limited Liability Company)1 and Chapter 156B, Section 49 (corporation)2. , which states that registered entities will have and continuously maintain a resident agent.
In addition to the state legal requirement, if a process server is unsuccessful in reaching the company’s resident agent, the court can proceed with legal proceedings, which could result in a judgment being placed against the business. Additionally, by not maintaining a resident agent, an entity may lose its good standing with the state, and the owners may lose their liability protection.
There are a few requirements to be a resident agent in Massachusetts, which include:
- A Massachusetts resident 18 years or older may be appointed. Alternatively, a registered business entity, such as a resident agent service, may be appointed.
- Having a physical address (often referred to as a registered office or principal office). This can be the actual address of the business, the home address of an owner, or even the address of a friend or family member. PO Boxes and mail drop services are not allowed since someone has to be available to sign for documents.
- The agent is generally available to receive service of process on behalf of the business during normal business hours, normally between 9 a.m. and 5 p.m.
Can I Be My Own Resident Agent In Massachusetts?
Yes, you can serve as your own resident agent in Massachusetts, provided you meet the state’s requirements above. This option is the least expensive and isn’t overly complicated, but there are a few potential drawbacks. A few of these include:
- Privacy: The resident agent’s name and address are listed on the State of Massachusetts business database. This can be concerning if someone runs a small business on the side and doesn’t want their employer to know about it. Also, if the business is sued, the notice will be delivered to the registered office address and employees, customers, or even neighbors could witness the event. Last, if the registered office address is the owner’s home address, there is also the remote possibility of a vindictive litigant or upset customer finding the address and showing up at the business owner’s home.
- Availability: Massachusetts requires the resident agent to be available at the registered address during regular business hours. The biggest issue with availability, especially if a home address is used, is if the agent goes on vacation or is otherwise away for some period of time and can’t be reached.
- If the Business Expands Outside of Massachusetts: If the business has a physical presence in multiple states outside of Massachusetts (offices, warehouses, employees, etc.), a foreign entity registration will often need to be filed with those states and would require that a resident agent be appointed in each additional state.
- Due Date Reminders: resident agent services often provide annual report reminders and state updates, which is nice to ensure the entity remains in good standing with the state.
Several alternatives are available if a business owner chooses not to serve as a resident agent in Massachusetts. They can appoint a trusted individual, such as a family member, friend, or employee, who meets the state’s requirements and is willing to take on the responsibility. Law firms or accountants familiar with the company’s affairs may also offer this service. A cost-effective solution is hiring a professional resident agent service specializing in fulfilling this role.
How Much Does a Massachusetts Resident Agent Service Cost?
There is no cost for the business owner to be the resident agent. If a commercial resident agent service is hired, expect to spend between $100 and $150 per year, depending on the provided services.
How Do You Appoint a Massachusetts Resident Agent?
When the formation paperwork is initially filed with the Massachusetts Secretary of the Commonwealth, a resident agent in Massachusetts is appointed.
How Can A Resident Agent Be Changed In Massachusetts?
To change a resident agent in Massachusetts, log into the Massachusetts Secretary of the Commonwealth. In addition to filing this form, the LLC operating agreement or corporation bylaws should be updated to include the new resident agent’s information.
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