Do you need a registered agent in Massachusetts?
Key takeaways
- Every Massachusetts LLC must keep a resident agent in the state under M.G.L. c. 156C, s. 5, and every Massachusetts corporation must keep a registered agent and registered office under M.G.L. c. 156D, s. 5.01.
- An individual can be the agent, and the corporation statute says the agent may be the corporation’s own secretary or another officer, so an owner with a Massachusetts address can fill the job without hiring anyone.
- Changing the agent costs nothing when the statement of change is filed online with the Secretary of the Commonwealth’s Corporations Division, and $25 on paper or by fax, according to the Division’s fee schedule checked November 13, 2026.
- The new agent has to consent in writing, on the certificate or statement itself or on an attachment.
- An agent who resigns stays on the record for 30 more days: the appointment ends on the thirty-first day after the resignation is filed.
If you own or manage an LLC or corporation in Boston or anywhere else in Massachusetts, the answer is yes: state law requires the company to name an agent in Massachusetts and keep one for as long as the company exists. A registered agent is the person or company named in the Secretary of the Commonwealth’s records to receive lawsuits and other legal papers for a business. Massachusetts uses two names for the same job. The LLC statute says “resident agent” and the corporation statute says “registered agent”.
The sections below cover which businesses need an agent, who is allowed to serve, what the agent does, how to change or replace one with the Corporations Division, what the filings cost in November 2026, and what happens when an agent resigns or cannot be found. The rules are state law, so they are the same in Boston, Cambridge, Somerville, Brookline and every other city and town.
Does a Massachusetts business need a registered agent?
A Massachusetts business needs a registered agent if it is an LLC or a corporation. For LLCs, M.G.L. c. 156C, s. 5 says each company “shall have and maintain in the commonwealth” an office where its records are kept and a resident agent for service of process. For corporations, M.G.L. c. 156D, s. 5.01 says each corporation “shall continuously maintain” a registered office and a registered agent in Massachusetts.
The requirement starts on day one. Under M.G.L. c. 156C, s. 12, an LLC’s certificate of organization must give the name and address of the resident agent, and the agent’s written consent must be in the certificate or attached to it. The annual report required by the same section repeats that information every year.
Who is outside the rule
Sole proprietors and general partnerships are the exception. Neither is created by a filing with the Corporations Division. A person or partnership doing business under a name other than their own files a business certificate with the clerk of the city or town where the office is, under M.G.L. c. 110, s. 5, and that certificate lists the owners and the business address instead of an agent.
Who can be a resident agent or registered agent in Massachusetts?
A resident agent or registered agent in Massachusetts can be an individual or a business entity, and the exact list depends on which statute covers your company. The lists below come from the General Laws as posted on November 13, 2026.
| Type of company | Statute | Who may serve as agent |
|---|---|---|
| Massachusetts LLC | M.G.L. c. 156C, s. 5 | An individual resident of Massachusetts, a domestic corporation, or a foreign corporation authorized to do business in Massachusetts |
| Massachusetts corporation | M.G.L. c. 156D, s. 5.01 | An individual, including the corporation’s secretary or another officer; a domestic corporation or domestic not-for-profit corporation; or a foreign corporation or foreign not-for-profit corporation qualified to do business in Massachusetts |
| Out-of-state corporation registered in Massachusetts | M.G.L. c. 156D, s. 15.07 | An individual who resides in Massachusetts; a domestic corporation, not-for-profit corporation or LLC; or a foreign corporation, not-for-profit corporation or LLC authorized to transact business in Massachusetts |
Two details in those lists matter to a small company. First, the agent for a corporation must have a business office that is also the corporation’s registered office, so the two addresses on file are the same address. Second, the lists are not identical. Section 15.07 names LLCs as possible agents for out-of-state corporations, while section 5 of chapter 156C and section 5.01 of chapter 156D do not mention LLCs. If you plan to name an LLC as agent, ask the Corporations Division at 617-727-9640 before you file.
Can you be your own registered agent in Massachusetts?
You can be your own registered agent in Massachusetts if you fit the statute for your type of company. For an LLC, M.G.L. c. 156C, s. 5 allows “an individual resident of the commonwealth”, and an owner who lives in Massachusetts is one. For a corporation, M.G.L. c. 156D, s. 5.01 says outright that the agent may be the corporation’s secretary or another officer.
The limit is the address. The statutes that govern changes, M.G.L. c. 156C, s. 5A and M.G.L. c. 156D, s. 5.02, both ask for a street address for the agent, and that address is filed with the Secretary of the Commonwealth. An owner who lives outside Massachusetts does not meet the “individual resident” wording for an LLC and has to name someone else: a Massachusetts resident, or a corporation on the permitted list.
What does a Massachusetts registered agent do?
A Massachusetts registered agent receives legal papers for the company. M.G.L. c. 156D, s. 5.04 describes the registered agent as the corporation’s agent for “service of process, notice, or demand required or permitted by law to be served on the corporation”. Service of process is the formal delivery of a summons and complaint that starts a lawsuit.
The statutes give the agent no other duty. The agent does not file the annual report or pay the company’s taxes unless you arrange that separately.
How do you change a registered agent in Massachusetts?
You change a registered agent in Massachusetts by filing a statement of change with the Corporations Division of the Secretary of the Commonwealth. For an LLC, the form is the Statement of Change of Resident Agent/Resident Office under M.G.L. c. 156C, s. 5A. For a corporation, the filing is a statement of change of registered agent or registered office under M.G.L. c. 156D, s. 5.02. The steps are the same for both.
- Choose the new agent and confirm that the person or entity is on the permitted list for your type of company.
- Get the new agent’s written consent. Both statutes require it, on the statement or attached.
- Gather the company’s exact name, the current agent’s name and street address, and the new agent’s name and street address.
- For a corporation, confirm that the registered office and the agent’s business office will be the same street address after the change, because section 5.02 requires the statement to say so.
- File through the Corporations Division’s online filing system, or send the paper form to the Division at One Ashburton Place, Boston, MA 02108. The Division’s LLC filing page links to both.
The LLC form is signed by an authorized person of the company and takes effect when the Division approves it.
How much does it cost to change a registered agent in Massachusetts?
Changing a registered agent in Massachusetts costs $0 if you file electronically and $25 if you file on paper or by fax. Those figures come from the Corporations Division filing fee schedule as posted on November 13, 2026. The schedule lists the agent filings for business corporations and LLCs this way.
| Filing | Paper or fax | Electronic |
|---|---|---|
| Corporation: change of registered agent or registered office | $25 | No fee |
| Corporation: resignation of registered agent | $25 | No fee |
| LLC, domestic or foreign: change of resident agent or office | $25 | No fee |
| LLC, domestic or foreign: resignation of resident agent | $25 | No fee |
Nonprofit corporations organized under M.G.L. c. 180 are priced differently. The same schedule lists a $10 fee for a nonprofit’s change of resident agent and shows no free electronic option on that line.
What happens if a registered agent resigns or cannot be found?
A registered agent who resigns in Massachusetts remains the agent for 30 more days. Under M.G.L. c. 156D, s. 5.03 for corporations and M.G.L. c. 156C, s. 5A for LLCs, the agent files a resignation with the Secretary of the Commonwealth and must give the company a copy. The appointment ends on the thirty-first day after filing. File a statement of change naming a replacement within that window.
Out-of-state companies face a specific consequence. Under M.G.L. c. 156D, s. 15.10 and M.G.L. c. 156C, s. 54, when a foreign corporation’s or foreign LLC’s resident agent cannot be found at the address on file after a diligent search by an officer, or refuses to act, the company is treated as having appointed the Secretary of the Commonwealth to accept lawsuits for it. The Corporations Division’s service of process page says the plaintiff delivers the papers with a $10 check and the Division then sends notice by regular mail to the company’s last known principal office.
What should you recheck before you act?
The fees and filing methods below were checked on November 13, 2026, and can change. Confirm each one with the source named.
- The $25 paper or fax fee and the no-fee electronic filing for agent changes and resignations: Corporations Division filing fee schedule, Secretary of the Commonwealth.
- The $10 service of process fee paid to the Secretary of the Commonwealth: Corporations Division service of process page and M.G.L. c. 156D, s. 15.10.
- The lists of who may serve as agent: M.G.L. c. 156C, s. 5 and M.G.L. c. 156D, ss. 5.01 and 15.07 on malegislature.gov, in case the Legislature amends them.
- The agent and address now on file for your company: the Corporations Division business entity search.
This guide is general information, not legal or tax advice. Rules and fees change; confirm the current requirements with the agency named before you file or pay.
Spotted something out of date, or have a question this guide should answer? Send us a note.
Run a place readers should know about?
Get listed in the directory.