Foreign Corporation Forms

All corporations transacting business in the commonwealth and organized under laws of a different state or country are subject to the following information. Use an attachment form for information that would otherwise not fit on the form you're filing. Please note the form that the attachment sheet is in reference to on the attachment sheet.

All the following forms are fillable PDF files that require Adobe Reader for viewing. File sizes range from 60 KB to 250 KB.


Foreign Corporation Certificate of Registration

A foreign corporation must file a certificate of registration within 10 days after it starts to transact business in the commonwealth.  A certificate of legal existence or good standing issued by an authorized officer or agency in the jurisdiction of organization shall accompany the certificate of registration.  M.G.L.A. c156D § 15.03 (2004); 950 CMR 113.48.

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Regulatory Board Certificate

Some activities conducted in the commonwealth require approval from the appropriate regulatory board or division of licensure prior to filing documents with the Corporations Division. A regulatory board certificate must be attached.  Contact the appropriate agency for approval and submit this certificate attached to the foreign corporation certificate.  M.G.L.A. Chapter 156A § 7 (1985); 950 CMR 105.04(d).

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Exhibit to Foreign Professional Corporation Certificate

If the corporation’s purposes include professional services, an exhibit to the foreign professional corporation certificate must be attached to list the names, residential addresses and professional services to be rendered by each in the commonwealth.  M.G.L.A. c156A § 17 (1985); 950 CMR 105.12.

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DBA Attachment

If a foreign corporation’s name is unavailable, the corporation must agree not to do business in Massachusetts under the above name while use of the name is prohibited by G. L. Chapter 156D, § 4.01 and/or G. L. Chapter 156D, § 15.06 where applicable to foreign corporations, or where the name is reserved in accordance with G.L. Chapter 156D, § 4.01. M.G.L.A. c110 § 5 (1948); 950 CMR 113.18.

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Annual Report for Domestic and Foreign Corporations

Every corporation authorized to transact business in the commonwealth MUST file an annual report with the Corporations Division within two and one half (2½) months after the close of the corporation’s fiscal year end.  M.G.L.A. c156D, § 16.22 (2004); 950 CMR 113.57.

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Pre-filled Annual Report Form (print and mail)


Annual Report for Professional and Foreign Professional Corporations

Every corporation authorized to transact business in the commonwealth MUST file an annual report with the Corporations Division within two and one half (2½) months after the close of the corporation’s fiscal year end.  All those corporations rendering professional services must file an annual report that also lists the names and residential addresses of all shareholders and certifies that all shareholders are duly licensed to render one or more professional services for which the corporation is organized.  M.G.L.A. c156A § 18 (1985) and c156D § 16.22 (2004); 950 CMR 105.08.

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Forms

Pre-filled Annual Report Form (print and mail)


Certificate of Amendment

A foreign corporation must file a certificate of amendment if it changes the information included in its certificate of registration.  Registered agent and registered office changes CANNOT be made on this form.  M.G.L.A. c156D § 15.04 (2004); 950 CMR 113.49.

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Statement of Change of Registered Agent/Registered Office

A corporation may change its registered office or registered agent by filing a statement of change of registered agent or registered office.  The registered office may, but need not be, the same as the corporation’s place of business.  The registered agent’s written consent to appointment must be included.  M.G.L.A. c156D § 5.02 and § 15.08 (2004); 950 CMR 113.21.

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Statement of Change of Registered Office by Registered Agent

The registered agent may change the street address of the registered office for any corporation for which he is a registered agent by filing a statement of change of registered office.  The registered office may, but need not be, the same as the corporation’s place of business.  M.G.L.A. c156D § 5.02 and § 15.08 (2004); 950 CMR 113.22.

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Statement of Resignation of Registered Agent

A registered agent may resign by filing a statement of resignation with the Corporations Division.  A copy of the resignation must also be furnished to the corporation.  M.G.L.A. c156D § 5.03 and §15.09 (2004); 950 CMR 113.23.

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Articles of Correction

A foreign profit business or foreign professional corporation may correct a filed document if the document contains a typographical error or incorrect statement, or was defectively executed, attested, sealed, verified or acknowledged.  M.G.L.A. c156D § 1.24 (2004); 950 CMR 113.12.

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Foreign Certificate of Withdrawal

A foreign corporation authorized to transact business in the commonwealth may withdraw by filing a certificate of withdrawal.  A corporation shall file all annual reports owed by it for the last ten (10) fiscal years.  M.G.L.A. c156D § 15.20 (2004); 950 CMR 113.51.

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Foreign Certificate of Withdrawal Upon Conversion to a Nonfiling Entity

A foreign corporation authorized to transact business in the commonwealth that converts to a form of entity that is not created by filing an organizing document shall withdraw by filing a certificate of withdrawal upon conversion to a non-filing entity.  A corporation shall file all annual reports owed by it for the last ten (10) fiscal years.  M.G.L.A. c156D § 15.22 (2004); 950 CMR 113.52.

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Application for Reinstatement of Authority to Transact Business

If the foreign corporation's authority to transact business in the commonwealth was revoked by the Division, the corporation may apply for reinstatement. The application for reinstatement must be accompanied by a certificate from the Department of Revenue reciting that all corporate excise taxes and any related penalties have been paid or contain a request to the department of revenue for said certificate. The application for reinstatement shall be accompanied by an original certificate of legal existence or a certificate of good standing issued, not more than 90 days prior to submission, by an officer or agency properly authorized in the jurisdiction of organization. If the certificate is in a foreign language, a translation thereof under oath of the translator shall be attached. A corporation shall file all annual reports owed by it for the last ten (10) fiscal years. M.G.L.A. c156D § 15.32 (2004); 950 CMR 113.56.

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Articles of Domestication

A foreign business or foreign professional corporation may become a domestic business corporation by filing articles of domestication only if the organic law of the foreign business or foreign professional corporation permits the domestication. A certificate of legal existence or good standing from an authorized officer or agency in the jurisdiction of organization must accompany these articles. M.G.L.A. c156D § 9.22 (2004); 950 CMR 113.24.

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Articles of Foreign Nonprofit Domestication and Conversion

A foreign non-profit corporation may become a domestic business corporation by filing articles of domestication and conversion.  The laws of the foreign jurisdiction must permit the conversion.  A corporation shall file all annual reports owed by it for the last ten (10) fiscal years.  M.G.L.A. c156D § 9.41 (2004); 950 CMR 113.28.

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Articles of Merger Involving Domestic Corporations, Foreign Corporations or Foreign Other Entities

One or more domestic corporations and one or more domestic other entities may merge with one or more foreign corporations or foreign other entities by filing articles of merger.  If applicable, any amendments to the surviving entity must be attached, and if the merger creates a new corporation, the articles of organization must be attached.  A corporation merging into a foreign corporation not registered to do business in the commonwealth at the time of filing the merger must file all annual reports required to be filed by it for the last ten (10) fiscal years.  M.G.L.A. c156D § 11.06 (2004); 950 CMR 113.37.

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Articles of Share Exchange Involving Domestic or Foreign Corporations or Foreign Other Entities

A domestic corporation may acquire all of the shares or other interests of one or more classes or series of shares or other interests of a foreign corporation or foreign other entity in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property or any combination of the foregoing; or a foreign corporation or other entity may acquire all of the shares of one or more classes or series of shares of a domestic corporation in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property or any combination of the foregoing by filing articles of share exchange with the Division.  M.G.L.A. c156D § 11.06 (2004); 950 CMR 113.39.

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Foreign Application for Transfer of Authority

A foreign business corporation authorized to transact business in the commonwealth that converts into any form of foreign other entity or foreign non-profit corporation required to register to transact business in the commonwealth may transfer its authority to the entity it has converted to.  If the other entity is a filing entity, this form must be accompanied by a certificate of legal existence or good standing issued by an authorized officer or agency in the jurisdiction of organization.  A corporation shall file all annual reports owed by it for the last ten (10) fiscal years.  M.G.L.A. c156D § 15.23 (2004); 950 CMR 113.53.

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Application of Reservation of Name

If a corporation or other business entity wants to reserve a corporate name prior to incorporating or filing a certificate with the Corporations Division, a name reservation may be filed in accordance with M.G.L.A. c156D § 4.02 (2004); 950 CMR 113.18.

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Attachment Sheet

This fillable page may be used as additional space on any form, as necessary.

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