How to Change Your Registered Agent in Massachusetts

To change your registered agent in Massachusetts, file a Statement of Change with the Secretary of the Commonwealth’s Corporations Division. Electronic filing is free; paper or fax filing costs $25. The form requires the new agent’s written consent, and both corporations and LLCs can complete the change the same day online. Do it promptly, because a business left without a valid agent for 60 days can face administrative dissolution.¹

What You Need Before You File

Massachusetts requires every corporation and LLC to continuously maintain a registered (or “resident”) agent and office in the state. The agent can be an individual, a domestic corporation, or a foreign corporation authorized to do business here. The agent’s business address and your company’s registered office address must be the same street address — a P.O. box does not satisfy the requirement.²

That shared-address rule catches people off guard. If your new agent sits at a different location than your current registered office, your registered office changes along with the agent.

You will also need written consent from the new agent before you submit the filing. The consent can appear on the statement itself or be attached. Filings submitted without it get rejected.³

Filing the Change for a Corporation

A corporation delivers a Statement of Change to the Secretary of the Commonwealth online, by fax, or by mail. The statement must include:

Corporation name and current registered office address
Current registered agent’s name
New registered agent’s name, if the agent is changing
New registered office address, if the office is changing
Written consent of the new agent
Confirmation that the registered office and the agent’s business address will be identical after the change

Online filings post the fastest and cost nothing. The authority sits in Chapter 156D, Section 5.02 of the General Laws.³

Filing the Change for an LLC

LLCs file a Statement of Change of Resident Agent/Resident Office under Chapter 156C, Sections 5A and 51. The form asks for the LLC’s name, the current and new resident agent, and the current and new office address. The new agent signs a consent statement on the form itself.⁴

Massachusetts law uses “resident agent” for LLCs and “registered agent” for corporations, but the role is the same: the person or entity designated to receive legal papers on the company’s behalf.

Fees and Expedited Processing

The fee structure is the same for corporations and LLCs:

Electronic filing: free
Paper or fax filing: $25

Expedited service is available for electronic and fax filings. For a filing with no base fee, the expedited surcharge starts at $3. For a $25 paper filing, expect an additional $6.⁵

If Your Current Agent Resigned

A registered agent can quit by filing a statement of resignation with the Corporations Division. The resignation becomes effective on the 31st day after filing, which gives your business a limited window to appoint a replacement. The resigning agent must confirm on the form that a copy was sent to the corporation, and the resignation can also include notice that the registered office is being discontinued.⁶

If you learn your agent has resigned, treat the 31-day mark as a hard deadline. Miss it and you are operating without a registered agent, which starts a separate clock discussed below.

What Happens If You Don’t Update

Massachusetts can begin administrative dissolution proceedings against a corporation that goes 60 days or more without a registered agent or registered office. The same 60-day clock starts if you fail to notify the Secretary of the Commonwealth that your agent resigned or your office was discontinued.¹

Administrative dissolution strips the entity of good standing and its authority to conduct business in the state. The more immediate problem is practical. Your registered agent is who receives lawsuits, tax notices, and compliance correspondence. If papers are served at a stale address, a court will not pause the case while you catch up. The opposing party can obtain a default judgment against your company without you ever appearing. Short of dissolution, an outdated agent can also cause you to miss annual report deadlines and franchise tax notices.

If Your Entity Is Already Dissolved

Reinstatement is possible but costs more than a timely agent change would have. You file an Application for Reinstatement with the Corporations Division and pay a $100 fee. You will also need to file any missing annual reports for up to the previous ten fiscal years, obtain a tax clearance certificate from the Massachusetts Department of Revenue, list a current registered agent and office on the application, and confirm your corporate name still meets state naming requirements (or file an amendment to change it).⁷

The application must be signed by the chairman of the board, the president, another officer, or a court-appointed fiduciary. The Division may reinstate the corporation without restriction or limit the reinstatement to a period of up to one year. LLCs follow a similar process with the same $100 fee.⁵

1
Justia Law. Massachusetts General Laws Chapter 156D – Section 14.20, Grounds for Administrative Dissolution
2
General Court of Massachusetts. Massachusetts General Laws Chapter 156D, Section 5.01 – Registered Office and Registered Agent
3
General Court of Massachusetts. Massachusetts General Laws Chapter 156D, Section 5.02 – Change of Registered Office or Registered Agent
4
Secretary of the Commonwealth of Massachusetts. Statement of Change of Resident Agent/Office
5
Secretary of the Commonwealth of Massachusetts. Corporations Division Filing Fees
6
Legal Information Institute. Massachusetts Code 950 CMR 113.23 – Resignation of Registered Agent
7
Secretary of the Commonwealth of Massachusetts. Application for Reinstatement Following Administrative Dissolution