Massachusetts Foreign Corporation Certificate of Registration | Form FFPC |
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The Massachusetts Foreign Corporation Certificate of Registration | Form FFPC is a standard form which a foreign entity must file with the Massachusetts Secretary of the Commonwealth when it wishes to conduct corporate business in the Commonwealth of Massachusetts. The Certificate of Registration must be filed within ten days of starting to conduct business in Massachusetts. In addition to the Certificate of Registration, a foreign corporation must also submit a Certificate of Existence or a Certificate of Good Standing issued by the governing body of the foreign entity’s domicile state that is dated no more than ninety days from the filing date of the Massachusetts Foreign Corporation Certificate of Registration. These are basic requirements for a basic corporate structures and types, depending upon the foreign entity’s nature other requirements may apply. For instance, if this is a foreign professional corporation, an Exhibit to Foriegn Professional Corporation Certificate must be included. As per M.G.L.A. c156A § 17 (1985); 950 CMR 105.12, this must include the Names, Addresses, and exact services that will be rendered within the Commonwealth of Massachusetts. Generally, speaking filing entities are left to take the initiative in satisfying all Commonwealth of Massachusetts requirements so it is important to be well informed of the process of obtaining certification to transact corporate business. It would be considered a matter of due diligence to consult with an attorney or an accountant before filing a Certificate of Registration.
You may file the Massachusetts Certificate of Registration online, in person, by mail, or by fax. If filing by fax you must submit a Fax Voucher Cover Page. This may only be created online and each one produced will be assigned a specific bar code. If you are filing other forms with this submission, each form must have a separate Fax Voucher Cover Page. You may file by Fax to (617) 624-3891. Allow 48 hours after filing then check https://www.sec.state.ma.us/cor to see the status. You may soon be able to file online, check here for updates: https://corp.sec.state.ma.us/corp/loginsystem/login_form.asp?FilingMethod=I.
You may also file by Mail or In Person to Secretary of the Commonwealth, One Ashburton Place, Boston, Massachusetts 02108-1512. The Filing Fee for the Massachusetts Certificate of Registration is $400.00. If filing online or by fax you may pay by credit card or e-check. This occurs on a separate site for security reasons, however once payment is successfully completed, a Fax Voucher Coversheet/Confirmation screen will be displayed. Only Visa and MasterCard are accepted forms of credit card payment. If filing by mail or in person you must make all checks must be made payable to Commonwealth of Massachusetts.
How To File
Step 1 – Obtain a copy of the Massachusetts Foreign Corporation Certificate of Registration here: Form FFPC. You may use a typewriter or PDF program to enter the information required.
Step 2 – In Item 1, enter the True Name of the foreign entity precisely as it appears on the Certificate of Good Standing or Certificate of Existence that must accompany this Certificate Application.
Step 3 – If the True Name of the foreign entity in its domicile state may not be used in the Commonwealth of Massachusetts then your corporation may operate under an assumed name that will keep the filing entity in compliance with G.L. Chapter 156D, Section 15.06. Report this Assumed Name on the blank line provided. This must include one of the required suffixes (Corporaiton, Corp., Incorporated, Inc., Limited, or Ltd. Keep in mind that depending upon the filing entity’s circumstances an statement stating it will not use the unavailable name in the State of Massachusetts, a certificate for doing business where the registered office exists, and/or a Resolution to Only Do Business in Massachusetts Under the Assumed Name, issued by the filing entity’s Board of Directors and Certified by the Secretary.
Step 4 – In Item 3, you must report the governing entity where the foreign corporation legally incorporated as a corporation on the line following the words “Jurisdiction of Incorporation.” Next, on the second blank space in this section, report the Month, Day, and Year the filing entity first incorporated. On the blank space labeled “Duration if not perpetual,” enter any date that would be considered the termination date of the filing entity’s corporate existence. If the filing entity considers to keep an active status as a coporation, you may leave this line blank.
Step 5 – Report the Street Address of the Filing Entity’s Principal Office in Item 4. Do this by entering the Building Number, Street, (if applicable) Site Number, City, State, and Zip Code where the Principal Office is physically located on the blank line provided.
Step 6 – Item 5 requires the Street Address of the Registered Office in the Commonwealth of Massachusetts. This also may not contain a P.O. Box Number and must be the physical location of the Registered Agent. Report the Building Number, Street, City, State (MA), and Zip Code where the Registered Office is located.
Step 7 – Enter the Full Name of the Registered Agent, who has agreed to receive Service of Process on behalf of the filing entity if it is sued in the Commonwealth of Massachusetts, on the blank space located below the Address Line.
Step 8 – The next paragraph contains the Consent Statement for the Registered Agent. The Registered Agent must sign his/her name on the blank space on the first line.
Step 9 – Report the Month and Day that marks the end of this corporation’s Fiscal Year on the blank line in Item 6.
Step 10 – Write a brief statement describing the filing entity’s intended activities in the Commonwealth of Massachusetts on the blank line in Item 7.
Step 11 – In Item 8, you must enter the Full Name and Address of the President, Vice-President, Treasurer, Secretary, Assistant Secretary, and Director(s) in the spaces provided.
Step 12 – The next paragraph shall require a Certificate of Existence attached to this application form. Report the Filing Date of this form on the space provided in the second paragraph. The Ceritificate of Existence must be Dated within ninety days of this date.
Step 13 – The next area will contain a signature area for the Officer Authorized to give consent for this Certificate form to be submitted. The Authorized Officer must sign his or her name in the line labeled “Signed by” then place a check mark next to the most applicable Title. The Signing Party may be a Chairman of the Board of Directors, the President, an Officer, or a Court-appointed fiduciary. After this selection has been made, enter the Calendar Date, the Month, and the Year this Signature is being delivered.
Step 14 – On the next page, an authorized party must provide his/her Signature. Directly below the Signature Line the Signing Party must indicate his/her Title by checking the appropriate box. The Signature Party may be a Director of Board of Directors, President, Other Officer, or Court Appointed Fiduciary. Finally, the Signature Party must provide a Date of Signature by entering the Calendar Date on the first blank space on the last line of this page then the Month and Year of the Signature on the second blank space on this same line.
Step 15 – At the bottom of the last page, enter the Full Name, Address, Phone Number, and Email Address of the filing entity’s Contact Party regarding this Certification. This should be a reliable entity with accurate information reported on the spaces provided under the heading “Contact Information.”
Step 16 – Once you have completed this form and labeled your attachments you may take the Massachusetts Foreign Corporation Certificate of Registration | Form FFPC, all required paperwork, and Payment of the Filing Fee ($400.00) in the form of a check made out to “Secretary of State” then mail to
Secretary of the Commonwealth
One Ashburton Place
Boston, Massachusetts 02108-1512
You may also file by Fax to (617) 624-3891 however you must use an official Fax Voucher Cover Letter with a unique bar code for each form being filed. You may obtain this here: http://corp.sec.state.ma.us/corpweb/faxvouchers/faxentry.aspx. You may also check to see if your fax has been received as soon as 48 hours after sending by visiting here: https://www.sec.state.ma.us/cor