Updated September 11, 2026. Quick answer: In Massachusetts, this role is called a resident agent, governed by Massachusetts General Laws Chapter 156C, Section 5 (duty to maintain a resident agent), Section 5A (change or resignation of resident agent), Section 12 (certificate of organization must name the resident agent), and Section 70 (grounds for administrative dissolution). Massachusetts restricts who may be a resident agent to an individual Massachusetts resident, a domestic corporation, or an authorized foreign corporation; pointedly not the LLC itself or another LLC; and unlike the explicit foreign-LLC fallback in Section 54, the Act has no located provision making the Secretary of the Commonwealth the default agent for service on a domestic LLC that loses its resident agent; the only confirmed backstop is the ordinary 2-year annual-report administrative-dissolution track in Section 70.
What the address rule requires
Section 5 does not use the phrase ‘physical address’ itself, but every address field tied to the resident agent is phrased as a street address rather than a mailing address: Section 5A requires the certificate of change to state ‘the new street address of the business office of the resident agent,’ and Section 12 requires the certificate of organization to state ‘the name and address of the resident agent for service of process required to be maintained by section 5.’ No P.O.-box allowance is stated in any section read.
Who can serve as your registered agent
Per Section 5, the resident agent must be one of three categories: an individual resident of Massachusetts, a domestic corporation, or a foreign corporation authorized to do business in Massachusetts. The LLC itself, or another LLC, is not one of the eligible categories in the statute’s own text.
What happens if you don’t have one
Not confirmed for a domestic LLC and explicitly omitted rather than guessed: none of the sections read (5, 5A, 12, 51, 54, 55, 70) states that the Secretary of the Commonwealth automatically becomes agent for service on a domestic LLC lacking a resident agent. That specific fallback is written into the Act only for FOREIGN LLCs, under Section 54, which makes the state secretary the agent for service on an unregistered foreign LLC, or one whose resident agent cannot be found after a diligent search, or whose agent refuses to act. For a domestic LLC, the only confirmed consequence chain running through the statute is the ordinary administrative-dissolution track described next, and it does not list a missing resident agent as its own independent ground. Section 70(a) lets the state secretary commence a proceeding to dissolve an LLC if it has failed for 2 consecutive years to file annual reports, or if the secretary is satisfied the LLC has become inactive and dissolution would be in the public interest; a missing resident agent is not listed as its own separate ground. Section 70(b) requires written notice to the LLC’s statutory office address; the LLC then has 90 days after the notice to correct the deficiency or show the ground does not exist, or the secretary administratively dissolves it. A dissolved LLC continues to exist only to wind up its affairs.
How to change your registered agent
$25.00 to file a Statement of Change of Resident Agent/Resident Office by paper or fax; no fee if filed electronically. (source: Massachusetts Secretary of the Commonwealth, official Statement of Change of Resident Agent/Resident Office form (G.L. c. 156C Section 5A and Section 51))
Read it yourself
Massachusetts General Laws Chapter 156C, Section 5, on the duty to maintain a resident agent: “a resident agent for service of process on the limited liability company, which agent must be an individual resident of the commonwealth, a domestic corporation, or a foreign corporation authorized to do business in the commonwealth”
Chapter 156C, Section 70(a), on administrative dissolution: “The state secretary may commence a proceeding to dissolve a limited liability company if: (1) the limited liability company has failed for 2 consecutive years to comply with the laws requiring the filing of annual reports; or (2) he is satisfied that the limited liability company has become inactive and its dissolution would be in the public interest.”
The Secretary of the Commonwealth’s own Statement of Change of Resident Agent/Resident Office form: “Filing fee: $25 for paper or fax filings. No fee if filed electronically.”
A note on sourcing: Every fact above traces to a primary source (malegislature.gov General Laws text or the sec.state.ma.us Corporations Division fee page) fetched and read this session, including two independent re-fetches of Section 5 and Section 70 that reproduced the verbatim quotes exactly. Overall confidence is marked medium solely because the domestic-LLC default_if_none mechanism could not be located in any section checked (5, 5A, 12, 51, 54, 55, 70); per the primary-source-or-omit rule this is reported as an explicit unconfirmed gap on the page itself rather than inferred from the foreign-LLC provision or another state’s pattern.
This page covers what Massachusetts’s own law requires. For the general question of whether you should pay a commercial service or serve as your own agent, see registered agent: do you actually need to pay for one.
Every citation on this page was read directly from the state’s own statute, Secretary of State site, or official filing form this session (or, where that site could not be reached, from an independently cross-checked legal-database mirror of the same codified text, disclosed below). General information, not legal advice; fees and specific procedures can change, and your state’s Secretary of State has the final say for any individual filing.