Massachusetts Corporations Division Request FAQs - Precision Corporate Services, Inc.

Resources > Massachusetts Resources > MA Corporations Division Requests

Massachusetts Corporations Division Request FAQs

 

PCS handles filings across the country, but Massachusetts is where our headquarters is located. Our expertise in Massachusetts offerings is simply unparalleled in our industry!

 

 

MA Corporate Filings and Retrievals

Whether you need your filing hand delivered to the Corporations Division, filed electronically or need to obtain documents, there is no better means than via PCS. We routinely make trips to and from the Massachusetts Secretary of State’s office throughout each business day.

In Massachusetts, each entity type comes with its own unique set of regulations and available documents. Our staff handles requests for all entity types all day long and is familiar with all that needs to be done in order to insure you get what you need.

 

Certificate Requests

Massachusetts offers many different certificate types. Please refer to our handy chart for content, cost and timing of each option.

 

 


Charter Documents and Copy Requests

Our routine turnaround time for pulling copies is 24 hours. If you need your documents faster just let us know and we can usually accommodate. Orders requiring excessive copy pulling may take longer, but you will be notified in such scenarios.

 


FAQs

 

Domestic and Foreign Corporations:   Do I need Certificates of Change?

LLCs, LLPs and LPs (Foreign/Domestic)  Do I need to have annual reports included with my charter docs?

Federal Employer Identification Number (FEIN) set forth in MA Secretary of State Corporation's Division records

Does my LLC Manager or LP General Partner need to qualify in MA?

Reinstatement:  Do I need to provide a Tax Good Standing Certificate with my Application for Reinstatement ?

Transfer of Authority  filing in Massachusetts (ToA)

 


Domestic and Foreign Corporations:   Do I need Certificates of Change? 

In Massachusetts, corporations may update certain items via filing certificates of change rather than via Amendment. For Domestic MA corporations this includes changes of Principal Office, Officers & Directors, Fiscal Year End and Registered Agent/Registered Office. For Foreign corporations qualified in MA the same applies to changes of Registered Agent and/or Registered Office. Massachusetts does not consider these items as a permanent part of an entity's "charter documents" and therefore PCS does NOT include copies of these certificates of change when fulfilling a request for charter documents or qualification documents unless specifically requested.

Note - with the exception of registered agent and registered office information, the items that are updated via certificates of change can also be updated via the filing of the corporation's annual report provided that the annual report is submitted electronically utilizing the online filing option. Therefore if one is interested in obtaining certificates of change in order to follow the historical modifications to this information, one may also want to consider pulling copies of annual report filings as well.

Also note - copies of certificates of change AND annual report filings are NOT available for those documents filed prior to December 31, 2002 as they have been purged from MA records, with the exception of certain change filings for Non-Profit corporations.

 

 


LLCs, LLPs and LPs (Foreign/Domestic)  Do I need to have annual reports included with my charter docs?

These entity types may amend their organizational documents via changes made on annual report filings.  Each annual report filing calls for full restatement of all of the information required on the formation/qualification document (with the exception of proof of professional licensure).  When requesting charter documents for these entity types, please let us know which of the following options you prefer:
1.  Most recent annual & any subsequent filings.
- This is the most cost effective option for current LLC/LP information, but does not include original formation/registration documents.
2.  All documents on file, including annuals (for full entity history).
3.  Only the original formation/registration and any documents titled as amendments/mergers (No annuals).
- This option may not provide up-to-date charter info.
4. Original formation/registration, including amendments/mergers and just the last annual report on file.
- This is a common option, as it provides the most current charter info as well as the original formation.
 

LP annuals:    When did MA start requiring Limited Partnerships to file annual reports?

 Note that LPs began filing annuals in Massachusetts as of 07/01/2008. Annuals must be filed pertaining to any anniversary of formation/registration passed after that date.  No annual reports are owed for anniversaries prior to that date.


 

Federal Employer Identification Number (FEIN) set forth in MA Secretary of State Corporation's Division records:   

* 2015 Update *  As posted by MA Secretary of State Corporations Division.

As of January 1, 2015, the Corporations Division will no longer accept an FEIN number in conjunction with the organization, formation or registration of any new business entity filing. If an FEIN number is included on a new business entity filing it will be redacted and a nine digit state ID number assigned. With regard to business entities that have previously included their FEIN number on Division filings, the Division will redact the number upon written request to preclear@sec.state.ma.us.

Further clarification has been provided by MA Corporations Division:

  • If an FEIN number is included on a new entity filing submitted in paper format (including fax), the filing will be rejected. FID numbers should be removed prior to submission.
  • If an FEIN number is included on a new business entity filing submitted online it will be redacted and a nine digit state ID number assigned instead.
  • Other filing types:  MA is also looking to discourage use of FID #s in other types of filings made with the corporations division, however at present only NEW entity formations and qualifications are being rejected. For mergers, amendments and other types of filings for which forms and guidelines call for FID#, inclusion of the FID # will not cause rejection, however the recommendation is to simply utilize the 9 digit MA identification number viewable in the MA corporate records for each entity that is registered in MA, OR simply leave the FID# section blank. 
  • MA does plan to issue new forms to reflect removal of the FID # field where applicable. 

Prior to 2015 the following procedure was in effect:

When entities formed or qualifed in Massachusetts, they had option to insert their 9 digit FEIN number onto the documents submitted to MA Secretary of State's Corporations Division.  If the FEIN was supplied, MA inserted the number into their records as an entity identifier.  However, if the FEIN was not supplied within the formation/qualification documents, as was commonly the case for various reasons, MA system generated a 9 digit number which was utilized in the MA Corporation's Division records as an identifier for the entity.  This 9 digit number was/is not a true FEIN # nor a MA tax dept ID #, but simply a temporary identifier used by the Corporation's Division.  Entities could effect having the MA records updated to reflect the true FEIN # as part of certain subsequent document filings or by supplying the Corporation's Division with proof of the actual FEIN in the form of an SS4 letter from the IRS.  (such updates are no longer an option under the new policies in place as of January 2015)

The 9 digit # reflecting in the MA records did not constitute a true "organizational ID #" since the number could be updated over time and did not necessarilly remain static throughout the life of the entity. 


Does the manager of my LLC or the general partner of my LP need to register with the Massachusetts Secretary of State’s office before I can file my formation/qualification papers?  

In most cases yes!   MA considers acting as manager of an LLC or as general partner of an LP as “conducting business” in Massachusetts in this regard, and therefore requires that any foreign corporate entity that is listed in such capacity on an LLC or LP registration document, first be registered in Massachusetts.

Exceptions are as follows:

  1. The manager or general partner is an entity type that does not file registration papers with the Corporation’s Division.   Examples:
    1.  a General Partnership,
    2.  a Trust that does not have transferable shares
  2. It is the manager of a domestic limited liability company that is organized to do business wholly outside of Massachusetts, and
    1. the certificate of organization for the domestic limited liability company includes a provision in the certificate stating that fact, and
    2. the date of formation and legal existence of the manager is verifiable on a public website without charge or the limited liability company provides a certificate from the home jurisdiction of the manager reflecting said information; or
  3. It is a manager of a foreign entity that is registered in MA to manage another entity and the management of that other entity is the sole activity of the foreign entity in the Commonwealth.
    1. The “foreign entity” must include a statement to such effect within its general character of business description on its qualification documents.
    2. In this instance, “managing another registered entity” can also mean serving as general partner of an LP. Note that a general partner of an LP is never exempted from qualifying by this regulation, but if the general partner of the LP is an LLC, then that LLC’s manager could be exempt under this regulation.

For LLCS see 950 CMR 112.06:   Section 7(a-b)

For LPs see 950 CMR 108.06:  Section (6)


 

Reinstatement:  Do I need to provide a Tax Good Standing Certificate with my Application for Reinstatement of MA Domestic or Foreign Corporations Following Administrative Dissolution 

MA corporation reinstatement forms note that a certificate issued by the MA Dept. of Revenue must be included reciting that all corporate excise taxes and any related penalties have been paid OR a request for such certificate.  What does "or a request for such certificate" mean?

  • In lieu of the actual certificate issued by the Dept. of Revenue, MA Secretary of State will accept an Application for Reinstatement with a copy of the submitted request for Tax Good Standing. The process is accomplished by having the MA Dept of Revenue Certificate Request Form filled out, executed by the taxpayer and submitted alongside the reinstatement paperwork. 
  • This option allows an entity to reinstate and be brought into good standing with MA Secretary of State without necessarilly waiting for the Dept. of Revenue to fully process the tax certificate request. 
  • However the requirement for the tax certificate is not waived altogether. The certificate request should still be forwarded to the Dept of Revenue. Once the tax certificate comes back from Dept of Revenue, it must be brought to the Secretary of State as follow up to be scanned into the entity records associated with the reinstatement..
  • If the tax certificate is not presented to the Secretary of State within 6 months after the reinstatement is filed, the state has right to re-revoke the entity.
  • If PCS processes your reinstatement, we will be happy to bring your tax certificate to the Secretary of State's office for no additional charge. Simply email a scanned copy to us once received from the Dept. of Revenue.

Transfer of Authority  filing requirements in Massachusetts

To reflect conversion of Foreign Qualified Corp. to Foreign Qualified "other entity" (such as LLC) in MA

  • The converting corporation must to be up to date with annual filings in MA. (short year required if 6 months into current fiscal year)
  • Filing Fee includes cost to withdraw the corp as well as cost to qualify the "other entity".  
    • Example: if other entity is LLC, cost is $ 627. Calculated as $ 100 for withdrawing the Corp, $ 500 for registering the LLC, plus $ 27 convenience fee  (no convenience fee if submitting originally executed documents over counter).
  • Need a Cert Re: Conversion from home state AND a Good Standing OR a combination certificate showing both.
  • Note that the form calls for an attachment reflecting all information that would be required by a qualifying foreign "other entity".
    • This requirement includes need for registered agent consent.
    • This attachment should be titled “Certificate of Registration” or something to that effect (will usually be rejected if not titled) .   
    • This attachment form should be executed to avoid problems. (State may accept with only a signature on the first page of the Transfer of Authority form if the same person is executing on behalf of the "other entity" and the Corp, however it must be evident that this is the case. Often times it is not evident and thus the safer bet is to simply have both sections of the form executed)
    • It is OK to use a MA issued Foreign Registration form for the appropriate "other entity" type as the attachment.