Massachusetts Agencies

Foreign Corporation: Failure to File to do Business


A deed from a foreign corporation—whether or not the corporation is authorized to do business in Massachusetts—is a good conveyance. Corporations, like any foreign "persons," are entitled to act in Massachusetts without registering to do business in the commonwealth. The failure to register, although not affecting the validity of the conveyance, may result in penalties and a prohibition against the corporation using the courts of Massachusetts. See G.L.c. 181, §9.

REBA's Title Standard No. 11 seems to agree with this view. It states that a conveyance is good provided "at the time the instrument is recorded such corporation is in existence or qualified to do business in Massachusetts." (Emphasis added—notice the disjunctive.) If the foreign corporation is registered in Massachusetts the Standard does not require that it be established from the out-of-state records that the corporation is also in existence. The registration obviates this additional search. Where the corporation is not registered to do business in Massachusetts it is necessary to establish from the records in the foreign jurisdiction that the corporation is in existence. (Obviously, a nonexistent corporation cannot convey title.) There is, however, a rebuttable presumption that such is the case and that the conveyance was authorized. See O'Brien v. O'Brien, 238 Mass. 403, 131 N.E. 177 (1921). But, inasmuch as the presumption is rebuttable only, it's best to get some proof from the foreign jurisdiction that the corporation still exists.