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General Laws

Section 48. A foreign limited liability company shall be considered to be doing business in the commonwealth for the purpose of this section if it would be considered to be doing business in the commonwealth for the purpose of Part 15 of subdivision A of chapter 156D if it were a foreign corporation. Every foreign limited liability company doing business in the commonwealth shall submit to the state secretary, within ten days after it commences doing business in the commonwealth, an application for registration as a foreign limited liability company, which shall be signed and sworn to by an authorized person. The application shall be in such form as the state secretary shall require and shall be accompanied by a certificate of legal existence or comparable certificate of the foreign limited liability company, issued by an officer or agency properly authorized in the jurisdiction in which the foreign limited liability company is organized, or such other evidence of legal existence as the state secretary shall approve. If the certificate or such evidence is in a foreign language, a translation thereof, under oath of the translator, shall be attached thereto.

The application for registration shall set forth the following information:

(1) the name of the foreign limited liability company and, if different, the name under which it proposes to do business in the commonwealth;

(2) the jurisdiction where such limited liability company was organized and the date of its organization;

(3) the general character of the business the foreign limited liability company proposes to do in the commonwealth;

(4) the address of the principal office of the foreign limited liability company;

(5) if the foreign limited liability company has managers, the name and address of each manager;

(6) the address of the principal office of the foreign limited liability company in the commonwealth, if any;

(7) the name and address of its resident agent and the agent’s written consent, either on the certificate or attached to it, to his appointment as agent;

(8) if the foreign limited liability company has a specific date of dissolution, the latest date on which the foreign limited liability company is to dissolve; and

(9) if desired, the name of one or more persons authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property, whether to be recorded with a registry of deeds or a district office of the land court.

If the foreign limited liability company’s certificate of organization from its jurisdiction of organization sets forth any part of the information required to be set forth in the application for registration in the commonwealth, the foreign limited liability company may submit a certified copy of such certificate, with a sworn translation, if necessary, in lieu of such part of the application for registration.

Each foreign limited liability company formed under this chapter shall also file with the state secretary an annual report setting forth, in updated form, the information contained in the application for registration.

The fee for the filing of the application of registration and each annual report shall be five hundred dollars payable to the state secretary and due at the time of filing.

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