950 CMR 112.22 - Registration of Foreign Limited Liability Companies
(1) A foreign limited liability company doing
business in the Commonwealth shall submit to the Division within ten days after
it commences doing business in the commonwealth, an application for
registration as a foreign limited liability company. The application shall be
accompanied by a certificate of legal existence or a certificate of good
standing of the foreign limited liability company, issued not more than 90 days
prior to submission, by an officer or agency properly authorized in the
jurisdiction where the foreign limited liability company is organized. If the
certificate or such evidence is in a foreign language, a translation thereof,
under oath of the translator, shall be attached. The application shall set
forth in the order provided in 950 CMR 112.22(1)(a) through (k) the following:
(a) the federal employer identification
number;
(b) the name of the foreign
limited liability company and, if different, the name under which it proposes
to do business in the Commonwealth;
(c) the jurisdiction where such limited
liability company was organized and the date of its organization;
(d) the general character of the business the
foreign limited liability company proposes to do in the Commonwealth, and if
the foreign limited liability company is to render professional service(s) in
the Commonwealth, each service to be rendered, the name and address of each
member or manager who will render a service in the Commonwealth, and a
statement that the limited liability company will abide by and be subject to
any conditions or limitations established by any applicable regulating board,
including the provisions of liability insurance. If the limited liability
company is to render professional service(s), the certificate of organization
shall be accompanied by a certificate of each applicable regulating board
indicating that each member or manager who will render a professional service
in the commonwealth is duly licensed to do so.;
(e) the business address of its principal
office;
(f) the name of each
manager, if any, and business address, if different from the principal office
location. If there are no managers, include a statement to that
effect;
(g) the business address of
its principal office in the Commonwealth, if any;
(h) the name and street address of the agent
for service of process in the Commonwealth, and the agent's written consent to
the appointment either on the certificate or attached thereto;
(i) if the foreign limited liability company
has a specific date of dissolution, the latest date on which the limited
liability company is to dissolve; and
(k) 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 in the registry of deeds or a district office of the land court and
their business address, if different from principal office location.
(2) 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, 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.
(3) The fee for filing the application of
registration shall be $500.00.
Notes
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