When Is a Change of Registered Agent Required in Massachusetts?
Under the Massachusetts Business Corporation Act, M.G.L. Chapter 156D (Mass. Gen. Laws ch. 156D) § 5.02, a corporation that desires to change its registered agent or registered office must deliver a statement of change to the Secretary of the Commonwealth for filing. A parallel requirement applies to limited liability companies under the Massachusetts Limited Liability Company Act, M.G.L. Chapter 156C (Mass. Gen. Laws ch. 156C) § 5A, and to limited partnerships under Mass. Gen. Laws ch. 109 § 4A. Every domestic and foreign filing entity is required to continuously maintain a registered agent (referred to as a resident agent in the LLC and limited partnership statutes) and a registered office in the Commonwealth. Failure to do so can lead to administrative dissolution for domestic entities or revocation of registration for foreign entities.
Massachusetts does not distinguish between a voluntary and an involuntary change — the filing requirement is the same regardless of why the agent information must be updated. The most common circumstances that trigger the need for a change filing include:
- The current registered agent resigns from the appointment
- The current registered agent moves out of Massachusetts or is no longer a resident of the Commonwealth
- The registered agent’s business address changes due to relocation, postal renaming, or other cause
- The registered agent is no longer available at the registered office during normal business hours
- The entity voluntarily selects a new registered agent or a professional registered agent service
- The agent no longer consents to serve
You’re right — the table shouldn’t link each row to only a single entity type’s form, because the grounds listed apply equally to corporations, LLCs, limited partnerships, and nonprofit corporations. Each entity type has its own distinct form. Let me redo the table so that the links in each row cover all applicable forms rather than singling out one.
Grounds for Changing Your Registered Agent in Massachusetts
Several circumstances may require a Massachusetts entity — whether a corporation, LLC, limited partnership, limited liability partnership, or nonprofit corporation — to file a change of registered agent or registered office with the Corporations Division of the Secretary of the Commonwealth. The table below summarizes the most common grounds and the filing each requires.
| Ground | Filing Required |
| Registered agent resigns | Entity must file a statement of change to appoint a replacement agent: corporations, LLCs, limited partnerships, nonprofits |
| Registered agent relocates out of Massachusetts | Entity must file a statement of change designating a new agent in the Commonwealth: corporations, LLCs, limited partnerships, nonprofits |
| Registered agent’s street address changes (agent continues to serve) | Agent may file the agent-initiated address-change form (corporations, LLCs), or entity may file the standard change form |
| Entity switches to a professional registered agent service | Entity must file a statement of change designating the new agent: corporations, LLCs, limited partnerships, nonprofits |
| Registered agent no longer available during business hours | Entity must file a statement of change designating a new agent: corporations, LLCs, limited partnerships, nonprofits |
| Agent no longer consents to serve | Entity must file a statement of change designating a new agent: corporations, LLCs, limited partnerships, nonprofits |
| Entity changes its own registered office address | Entity must file a statement of change reflecting the new address: corporations, LLCs, limited partnerships, nonprofits |
Each entity’s registered agent and registered office information is part of the public record maintained by the Corporations Division and is searchable through the Secretary of the Commonwealth’s corporate database. Any inaccurate or outdated information should be corrected promptly by filing the appropriate change form.
Massachusetts Registered Agent Change Requirements
Before filing a statement of change, the entity must ensure that the new registered agent and registered office satisfy the requirements of Massachusetts law.
Eligibility of the New Registered Agent
- Option A – Organization: A domestic corporation, a domestic not-for-profit corporation, a foreign corporation, or a not-for-profit foreign corporation qualified to do business in the Commonwealth may serve as registered agent, as set out in Mass. Gen. Laws ch. 156D § 5.01. The filing entity itself cannot act as its own registered agent.
- Option B – Individual: An individual whose business office is located in Massachusetts may serve as registered agent. This includes the secretary or another officer of the entity.
For LLCs, the resident agent must be “an individual resident of the commonwealth, a domestic corporation, or a foreign corporation authorized to do business in the commonwealth,” as specified in Mass. Gen. Laws ch. 156C § 5. Limited partnerships are subject to substantially identical eligibility rules under Mass. Gen. Laws ch. 109.
Registered Office Address
The registered office must be a physical street address where service of process can be personally delivered during normal business hours. The street address of the registered office and the business office of the registered agent must be identical. A P.O. Box, mailbox-only service, or telephone answering service does not satisfy this requirement. The registered office may, but need not, be the same as the entity’s place of business.
Consent of the New Registered Agent
The new registered agent’s written consent to the appointment must be included with the filing — either on the statement of change itself or attached to it. Mass. Gen. Laws ch. 156D § 5.02 requires the statement to include “the new agent’s written consent, either on the statement or attached to it, to the appointment.” The same consent requirement applies to LLC and limited partnership change filings.
Note: Signing and filing a statement of change constitutes an affirmation that the named agent has consented. The consent is filed with the Corporations Division as part of the statement, not retained separately by the entity.
Execution
The statement of change must be signed by a person authorized to act on behalf of the entity — typically a director, officer, manager, member, or general partner, depending on the entity type. The statement need not be notarized.
How to File a Statement of Change of Registered Office/Agent
The change is made by filing the appropriate form with the Corporations Division of the Secretary of the Commonwealth. Massachusetts uses different forms depending on the entity type and the governing statute, though the substance of each form is substantially the same.
For domestic and foreign business corporations (including professional corporations), the form is the Statement of Change of Registered Agent/Registered Office, governed by Mass. Gen. Laws ch. 156D §§ 5.02 and 15.08 and 950 CMR 113.21. For domestic and foreign LLCs, the form is the Statement of Change of Resident Agent/Resident Office, governed by Mass. Gen. Laws ch. 156C § 5A. For limited partnerships, the form is the Statement of Change of Resident Agent/Resident Office, governed by Mass. Gen. Laws ch. 109 § 4A. For nonprofit corporations organized under M.G.L. Chapter 180, the form is the Certificate of Change of Resident Agent, available from the nonprofit corporation forms page.
Regardless of entity type, the form requires the following information:
- Enter the exact legal name of the entity and its identification number in the Corporations Division records.
- Enter the name and street address of the current registered agent (or resident agent).
- If the registered agent is being changed, enter the name and street address of the new agent. Include the new agent’s written consent on or attached to the form.
- If only the registered office address is being changed (the same agent continues to serve), enter the new street address.
- Confirm that after the change is made, the street address of the registered office and the business office of the registered agent will be identical.
- Sign and date the form. The form must be executed by an authorized person.
Note: The standard change-of-agent form allows the entity to update the agent, the address, or both in a single filing. A single filing fee applies.
Filing Method: Online vs. Mail
The statement of change may be filed online, by fax, or by mail or walk-in. The Corporations Division accepts filings through its online filing portal, by fax using a Fax Voucher Coversheet, or by mail or in person at the Corporations Division office in Boston.
| Method | Details |
| Online | File through the Corporations Division online filing system. A Customer ID Number (CID) and PIN are required. Payment is by Visa or Mastercard credit card. The change-of-agent filing carries no fee when filed electronically for most entity types. |
| Fax | Submit the completed PDF form with a bar-coded Fax Voucher Coversheet. Fax the filing to the number printed on the voucher. Payment is made online when creating the coversheet. Fax filings are generally processed the same business day. |
| Mail or Walk-In | Mail the completed form with a check payable to the Commonwealth of Massachusetts to Corporations Division, One Ashburton Place, Room 1717, Boston, MA 02108-1512. Walk-in filings are accepted at the same address. The Filing Room is open Monday through Friday, 8:45 a.m. to 4:00 p.m. |
The online filing method offers a significant advantage for registered agent changes: most entity types pay no filing fee when the change is filed electronically. Fax and paper filings require a $25.00 filing fee for most entity types. The Corporations Division Help Desk can be reached at 617-727-9640 for questions about any filing method.
Registered Agent Change Filing Fees by Entity Type
Filing fees for a change of registered agent or registered office in Massachusetts depend on the entity type and the method of filing. The Corporations Division fee schedule sets the following rates.
| Entity Type | Filing Fee (Paper or Fax) | Filing Fee (Online) |
| Domestic for-profit corporation | $25.00 | No fee |
| Domestic professional corporation | $25.00 | No fee |
| Foreign for-profit corporation | $25.00 | No fee |
| Foreign professional corporation | $25.00 | No fee |
| Domestic LLC | $25.00 | No fee |
| Foreign LLC | $25.00 | No fee |
| Domestic limited partnership | $25.00 | No fee |
| Foreign limited partnership | $25.00 | No fee |
| Nonprofit corporation (M.G.L. ch. 180) | $10.00 | $10.00 |
| Limited liability partnership | See note below | See note below |
For nonprofit corporations organized under M.G.L. Chapter 180, the filing fee for a change of resident agent is $10.00 regardless of filing method. For limited liability partnerships, resident agent changes are handled through the amendment process under 950 CMR 111.08; the fee schedule lists amendments at $100.00.
Accepted payment methods include checks payable to the Commonwealth of Massachusetts (for mail filings), and Visa or Mastercard credit card (for online and fax filings). The Corporations Division applies an expedited service fee to fax and electronic filings based on the order subtotal — for a $25.00 filing, the expedited service fee is $6.00.
Effective Date of a Registered Agent Change in Massachusetts
A statement of change filed with the Corporations Division becomes effective at the time and date it is approved for filing, unless the entity specifies a delayed effective date.
Immediate Effect: Under Mass. Gen. Laws ch. 156D § 1.23, a document filed by the Secretary of the Commonwealth is effective “at the time and on the date when it was approved for filing.” This is the default for all registered agent change filings.
Delayed Effective Date: A filed document may specify a delayed effective time and date. The delayed effective date may not be later than the ninetieth day after the date the document is received for filing by the Secretary of the Commonwealth. If a delayed effective date is specified but no time is stated, the document becomes effective at the close of business on that date.
For LLCs and limited partnerships, the change is similarly effective when filed unless a later effective date is specified in the certificate.
Changing the Registered Agent Address Without Changing the Agent
When a registered agent changes its own street address — but the same individual or entity continues to serve as agent — the agent may file a separate form directly with the Corporations Division rather than requiring each represented entity to file an individual change. This agent-initiated process is authorized by Mass. Gen. Laws ch. 156D § 5.02(b) for corporations, Mass. Gen. Laws ch. 156C § 5A(b) for LLCs, and Mass. Gen. Laws ch. 109 § 4A(b) for limited partnerships.
For corporations, the form is the Statement of Change of Registered Office Address by Registered Agent. For LLCs, the form is the Statement of Change of Resident Office Address by Resident Agent. Separate forms exist for limited partnerships as well.
The following table compares the entity-filed change form and the agent-initiated address-change form.
| Feature | Entity-Filed Change Form | Agent-Initiated Address Change Form |
| Filed by | The entity (officer, director, manager, member, or partner) | The registered agent directly |
| Purpose | Change the registered agent, the registered office address, or both | Change only the registered office street address |
| Can appoint a new agent | Yes | No |
| Covers multiple entities in one filing | No | Yes — if more than one entity’s address is changing at the same time, all names may be included in a single statement |
| Prior written notice to entity required | — | Yes — the agent must notify the entity in writing of the change |
| Signed by | Authorized person of the entity | The registered agent |
The agent-initiated form is filed per entity. Each filing carries a fee of $25.00 if filed by paper or fax, or no fee if filed electronically, consistent with the standard change-of-agent fee. The statute permits the registered agent to include the names of all represented entities in a single statement when more than one entity’s address is being changed at the same time, which makes this form especially practical for commercial registered agent services that represent large numbers of entities.
Note: The agent-initiated address-change form cannot be used to appoint a different registered agent. It is limited to changing the street address of the registered office when the same agent continues to serve.
What Happens After the Change Is Filed
Once the Corporations Division approves the statement of change, several effects follow immediately:
- The entity’s registered agent and registered office information in the Corporations Division’s records is updated to reflect the new designation.
- The filing is effective as of the date and time of approval (or on the delayed effective date, if one was specified).
- The Corporations Division returns evidence of the filing to the submitter. For online filings, a confirmation is available electronically. For fax filings, the processed filing can be confirmed through the corporate database.
- The new agent’s name and address become part of the entity’s public filing history and are searchable by any member of the public through the Corporations Division’s online records.
- The former registered agent’s authority to receive service of process on behalf of the entity terminates as of the effective date of the change.
Changing a Registered Agent for a Foreign Entity Registered in Massachusetts
A foreign corporation registered to transact business in the Commonwealth is subject to the same registered agent and registered office requirements as a domestic corporation. Mass. Gen. Laws ch. 156D § 15.08 mirrors § 5.02 in requiring a foreign corporation to deliver a statement of change to the Secretary of the Commonwealth when it wishes to change its registered agent or registered office. The same agent eligibility requirements, written consent requirement, street address requirement, execution requirements, filing methods, and fee structure apply.
Foreign LLCs use the same Statement of Change of Resident Agent/Resident Office form as domestic LLCs, and foreign limited partnerships use the same limited partnership change form as domestic limited partnerships. In each case, the filing fee is $25.00 by paper or fax, or no fee if filed electronically.
A foreign corporation, foreign LLC, or foreign limited partnership that fails to maintain a registered agent in the Commonwealth risks revocation of its authority to transact business. Under Mass. Gen. Laws ch. 156D § 15.30, the Secretary of the Commonwealth may commence a proceeding to revoke a foreign corporation’s authority if it has failed to comply with filing requirements for two or more consecutive years. Under § 15.10, a foreign corporation whose resident agent cannot be found at the stated business address after a diligent search, or whose resident agent refuses to act, “shall be deemed to have appointed the secretary of state and his successor in office to be its true and lawful attorney upon whom all lawful process in any action or proceeding may be served.”
Frequently Asked Questions About Changing a Registered Agent in Massachusetts
How long does it take to change a registered agent in Massachusetts?
The Corporations Division does not publish a guaranteed processing time for change-of-agent filings. Online filings are generally processed more quickly than paper submissions, and fax filings submitted during business hours are typically processed the same business day or by the following business day. Paper filings submitted by mail may take longer depending on the Division’s current workload. There is no separate expedited processing option for individual filings, though fax and electronic filings carry an automatic expedited service fee calculated on the order subtotal. Filers can check the status of a submission through the corporate database or contact the Corporations Division Help Desk at 617-727-9640.
Do I need to notify my current registered agent before changing?
Massachusetts law does not impose an obligation on the entity to notify the outgoing registered agent before filing a statement of change. The change is effective upon filing and approval by the Corporations Division, and the former agent’s authority terminates at that point. Many entities choose to notify the outgoing agent as a courtesy, particularly when a service agreement is in place. If the outgoing agent wishes to end the relationship independently, the agent may file a Statement of Resignation of Registered Agent under Mass. Gen. Laws ch. 156D § 5.03.
Can I change my registered office address without changing the registered agent?
Yes. The statement of change form allows the entity to update just the registered office address while keeping the same registered agent on file. When completing the form, leave the current agent’s name unchanged and enter only the new street address for the registered office. A single filing fee applies. Alternatively, if the same agent continues to serve and the change is due to the agent’s own relocation, the agent can file the agent-initiated address-change form rather than requiring the entity to file.
What is the agent-initiated address change form and when is it used?
The Statement of Change of Registered Office Address by Registered Agent is filed by the registered agent — not by the entity — when the agent changes its own street address while continuing to serve. This form is authorized by Mass. Gen. Laws ch. 156D § 5.02(b) and may include the names of all entities for which the agent serves when more than one entity’s address is being changed simultaneously. The agent must notify each represented entity in writing of the change. This form cannot be used to appoint a different agent.
Is there a penalty for not filing a change of registered agent?
Massachusetts requires every filing entity to continuously maintain a current registered agent and registered office. Failure to keep this information current can contribute to grounds for administrative dissolution of domestic entities under Mass. Gen. Laws ch. 156D § 14.20, or revocation of registration for foreign entities under Mass. Gen. Laws ch. 156D § 15.30. Under § 14.21, the Secretary of the Commonwealth must give 90 days’ written notice before administratively dissolving a corporation. Practical consequences of an outdated agent include the risk of missed service of process and default judgment, as well as the entity’s potential loss of standing to maintain lawsuits in Commonwealth courts.
Can I change my registered agent and the registered office address in the same filing?
Yes. The statement of change form permits updating the registered agent, the registered office address, or both in a single filing. The entity pays one filing fee — $25.00 by paper or fax, or no fee online for most entity types. The form requires the filer to confirm that after the change, the street address of the registered office and the business office of the registered agent will be identical.
What happens if my registered agent resigns?
A registered agent may resign by signing and delivering a statement of resignation to the Secretary of the Commonwealth. Under Mass. Gen. Laws ch. 156D § 5.03, the agent must also furnish a copy of the statement to the corporation. The resignation is not effective immediately — the agency appointment terminates on the thirty-first day after the date the statement was filed. The same 31-day timeline applies to LLC resident agent resignations under Mass. Gen. Laws ch. 156C § 5A(c) and limited partnership resident agent resignations under Mass. Gen. Laws ch. 109 § 4A(c). The filing fee for a resignation is $25.00 by paper or fax, or no fee if filed electronically. The entity must promptly file a statement of change to appoint a replacement agent before the 31-day period expires to avoid a gap in registered agent coverage.
Does the new registered agent need to sign the change form?
No. The statement of change is signed by the entity’s authorized person — a director, officer, manager, member, or general partner, depending on the entity type. The new agent does not sign the change form as the executing party. However, the new agent’s written consent must appear on the statement or be attached to it, as required by Mass. Gen. Laws ch. 156D § 5.02. The consent is filed with the Corporations Division as part of the submission.
Can I use a P.O. Box for the new registered office address?
No. The registered office must be a physical street address where service of process can be personally delivered during normal business hours. A P.O. Box, mailbox-only service, or telephone answering service does not satisfy this requirement. The street address of the registered office must be the same as the business office of the registered agent, as required by Mass. Gen. Laws ch. 156D § 5.02(a)(6).
Is the filing fee the same whether I file online or by mail?
No — and this is a notable feature of Massachusetts filing fees. For most entity types, the change-of-agent filing carries no fee when filed electronically through the Corporations Division online filing system. Paper and fax filings carry a $25.00 fee. The one exception is nonprofit corporations under M.G.L. Chapter 180, which pay a $10.00 fee regardless of filing method. Electronic and fax filings also carry an expedited service fee calculated on the order subtotal, which for a $25.00 filing is $6.00.