950 CMR, § 112.06 - General Filling Requirements

(1) A document shall be submitted in the English language except that an LLC name need not be in English if written in English letters or Arabic or Roman numerals.

(2) A document shall be typed or printed. It may not be handwritten.

(3) A document shall contain all of the information required by M.G.L. c. 156C and 950 CMR 112.00. It may also contain other information relevant to the business affairs of the LLC, except that the Division, in its discretion, may reject or redact a document containing any personal information.

(4) The execution of a certificate by an authorized person constitutes an affirmation, under penalties of perjury, that the facts stated therein are true.

(5) Each certificate required to be filed with the Division pursuant to M.G.L. c. 156C shall be originally signed by:

(a) the person forming the limited liability company, if the limited liability company has not been formed;

(b) any manager, if the limited liability company has managers, or by any other person authorized to file documents with the Division as set forth in the certificate of organization, any amendment thereto or the most recent annual report; or

(c) a receiver, trustee, or other court appointed fiduciary.

(6) Unless otherwise provided in the operating agreement any person may sign a certificate as an agent, including an attorney-in-fact. The certificate must specify if a person is signing as an agent, and the name of the agent.

(7)

(a) A foreign entity that is a manager of a domestic limited liability company or of a foreign limited liability company doing business in the Commonwealth, must register to do business with the Corporations Division by filing an Application for Registration pursuant to M.G.L. c.109, § 49, M.G.L. c. 156C, § 48, M.G.L. c. 156D, § 15.03 and M.G.L. c. 182.

(b) Notwithstanding the foregoing, a foreign entity is not required to register if:

1. it is the manager of a domestic limited liability company that is organized to do business wholly outside of Massachusetts and

a. the certificate of organization for the domestic limited liability company includes a provision in the certificate stating that fact and

b. the date of formation and legal existence of the manager is verifiable on a public website without charge or the limited liability company provides a certificate from the home jurisdiction of the manager reflecting said information; or

2. it is a manager of a foreign entity that has registered to manage another entity and the management of that entity is the sole activity of the foreign entity in the Commonwealth.

Notes

950 CMR, § 112.06