950 CMR, § 112.13 - Resident Agent

(1) Each domestic and foreign limited liability company authorized to transact business in the Commonwealth must continuously maintain a resident agent and office in the Commonwealth.

(2) The office address of the resident agent must be a street address. A post office address is not sufficient.

(3) The registered agent may be an individual, a domestic corporation, a domestic not for profit corporation, a domestic other business entity authorized by law, a foreign corporation qualified to do business in the Commonwealth or a foreign other business entity authorized by law and qualified to do business in the Commonwealth.

(4) A domestic limited liability company or a foreign limited liability company authorized to transact business in the Commonwealth shall change its resident agent or the street address of the resident agent by filing a certificate of change of agent/office address. Such certificate shall set forth:

(a) the exact name of the limited liability company;

(b) the current street address of the resident agent;

(c) the new street address of the resident agent;

(d) the name of the current resident agent;

(e) the name of the new resident agent if the current resident is to be changed; and

(f) the new resident agent's written consent to the appointment if the certificate sets forth the name of a new resident agent.

(5) A resident agent shall change the street address of his office of any domestic limited liability company or foreign limited liability company authorized to transact business in the Commonwealth for which he is a resident agent by filing a statement of change of resident office. The statement of change shall set forth:

(a) the name of the agent;

(b) the exact name of each domestic or foreign limited liability company;

(c) the current office address;

(d) the new office address; and

(e) a certification that each limited liability company listed therein has been notified in writing of the change as required by M.G.L. c. 156C, §§ 5A and 51.

The Statement of Change must be signed by the resident agent. It is effective on the time and date approved by the Division.

(6) A resident agent shall resign his appointment filing a statement of resignation with the Division. The statement of resignation shall set forth:

(a) the name of the resident agent;

(b) the exact name of the limited liability company;

(c) the current office address of the resident agent;

(d) a statement that the agent resigns his appointment as resident agent of the limited liability company;

(e) a statement indicating whether the resident agent office address will be discontinued; and

(f) a statement that a copy of the resignation has been furnished to the limited liability company.

The statement of resignation must be signed by the registered agent. The signature may be original or facsimile. The resignation, and if applicable, the discontinuance of the office address, shall be effective on the 31st day after the date on which the statement was filed.

Notes

950 CMR, § 112.13