Mass. Gen. Laws » Part I Title XXII Chapter 156C
Massachusetts General Laws

Mass. Gen. Laws ch. 156C, § 54 (2026)

Failure to register; penalty; service of process

✓ current as of July 2026
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Section 54. (a) A foreign limited liability company doing business in the commonwealth which fails to register with the state secretary shall, for each year that such failure shall continue, be fined not more than five hundred dollars. No such failure shall affect the validity of any contract involving the foreign limited liability company, nor is a member or a manager of a foreign limited liability company liable for the obligations of the foreign limited liability company solely by reason of such failure, but no action shall be maintained or recovery had by the foreign limited liability company in any of the courts of the commonwealth as long as such failure continues. The failure of a foreign limited liability company to register with the state secretary shall not prevent the foreign limited liability company from defending any action, suit or proceeding in any of the courts of the commonwealth.

(b) A foreign limited liability company shall be liable to be sued and to have its property attached in the same manner and to the same extent as persons who are residents of other jurisdictions. Every foreign limited liability company doing business in the commonwealth without having registered as prescribed in this chapter, and every foreign limited liability company having registered as prescribed in this chapter but whose resident agent cannot after a diligent search by an officer authorized to serve legal process be found at the business address of such resident agent stated in its most recent certificate filed with the state secretary pursuant to this chapter, and every foreign limited liability company whose resident agent refuses to act as such, shall be deemed to have appointed the state secretary to be its true and lawful attorney upon whom all process in any action or proceeding may be served so long as any liability incurred in the commonwealth while it was doing business shall remain outstanding.

Service of process in all actions and proceedings in the commonwealth against such a foreign limited liability company may be made upon the state secretary. Service of process in all actions and proceedings in the commonwealth against a foreign limited liability company formerly doing business in the commonwealth that has not complied with the provisions of section forty-eight or against a foreign limited liability company formerly doing business in the commonwealth that has withdrawn from the commonwealth pursuant to this chapter, may be made upon the state secretary if the action or proceeding involves a liability alleged to have been incurred by the foreign limited liability company while it was doing business in the commonwealth.

When lawful process in any action or proceeding against any foreign limited liability company which pursuant to this section may be made upon the state secretary is served upon the state secretary, he shall immediately forward the process by mail, postage prepaid, directed to such foreign limited liability company at its last known principal office or, in the case of a foreign limited liability company established in a foreign country, to the resident manager, if any, in the United States. The state secretary shall keep a record of all such process, which shall show the date of service.

In the case of service of process on a foreign limited liability company that has not complied with the provisions of section forty-eight, the notice herein provided for shall be mailed by the state secretary to the proper address of the foreign limited liability company furnished to him by the plaintiff or his attorney.

Service of process upon a foreign limited liability company for violation of any criminal law of the commonwealth may be made in the manner hereinabove provided.

Notes of Decisions
Cited in 6 cases (1 in the last 5 years), 2005–2024 · leading case: Cottone v. Cedar Lake, LLC, 854 N.E.2d 456 (Mass. App. Ct. 2006).
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Cottone v. Cedar Lake, LLC, 854 N.E.2d 456 (Mass. App. Ct. 2006). · cites it 6× “) Cedar Lake sought relief from a local zoning board and then defended against this action brought in the Superior Court by the Cottones.”
Clockedile v. U.S. Bank Trust, N.A., 189 F. Supp. 3d 312 (D. Mass. 2016). “Plaintiffs also allege that the POA was invalid because it was granted to LSF8 Mortgage Holdings, LLC, and that this implicates Mass. Gen. Laws ch. 156C, § 54, which governs foreign LLCs doing business in the Commonwealth.”
BoylstonD3 LLC v. Boylston Brookline LLC (D. Mass. 2020). · cites it 5× “156C, § 54”), a statute that requires out-of-state (or “foreign”) limited liability companies (“LLCs”) to register with the Commonwealth of Massachusetts (“the Commonwealth”) and to pay a $500 fee in order to, inter alia, prosecute suits in Massachusetts state courts.”
Cottone v. Cedar Lake, LLC, 19 Mass. L. Rptr. 206 (Mass. Super. Ct. 2005). · cites it 8× “4 Section 54 provides, in relevant part, that when a foreign limited liability company fails to register with the Secretary of State, “no action shall be maintained or recovery had by the foreign limited liability company in any of the courts of the commonwealth as long as such…”
Aero Hec Acquisition I, LLC v. Bransford (D. Mass. 2024). · cites it 3× “Mass. Gen. L. ch. 156C § 54. If an LLC doing business in the Commonwealth fails to register, “no action shall be maintained or recovery had by the foreign limited liability company in any of the courts of the commonwealth as long as such failure continues.”
BoylstonD3 LLC v. Boylston Brookline LLC (D. Mass. 2019). “In June, 2019, defendant filed a motion to dismiss in the Land Court, citing plaintiff’s failure to pay the required annual fee under M.G.L. c. 156C, § 54. Thereafter, plaintiff registered with the Secretary of State and paid the requisite fee.”
— Mass. Gen. Laws ch. 156C, § 54(a) — 1 case
Aero Hec Acquisition I, LLC v. Bransford (D. Mass. 2024). “Mass. Gen. L. ch. 156C § 54. If an LLC doing business in the Commonwealth fails to register, “no action shall be maintained or recovery had by the foreign limited liability company in any of the courts of the commonwealth as long as such failure continues.”
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