Current through Register 1536, December 6, 2024
Section 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.