A foreign corporation that transacts business or has a usual place of business in the commonwealth shall deliver a certificate substantially describing itself and its makeup to the secretary of state within 10 days of when it commences transacting business in the commonwealth. The following non-exhaustive list of activities do constitute transacting business within the commonwealth:

(1) the ownership or leasing of real estate in the commonwealth;
(2) engaging in the construction, alteration or repair of any structure, railway or road; or
(3) engaging in any other activity requiring the performance of labor.

The follow non-exhaustive list of activities do not constitute transacting business within the commonwealth:

(1) maintaining, defending, or settling any proceeding;
(2) holding meetings of the managers, members, board of directors or shareholders or carrying on other activities concerning internal corporate affairs;
(3) maintaining bank accounts;
(4) maintaining offices or agencies for the transfer, exchange, and registration of the corporations own securities or maintaining trustees or depositories with respect to those securities;
(5) selling through independent contractors;
(6) soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside the commonwealth before they become contracts;
(7) conducting an isolated transaction that is not one in the course of repeated transactions of a like nature; or
(8) transacting business in interstate commerce.

Wayfair Nexus

Remote sellers must collect tax on sales of tangible personal property or services into Massachusetts when they have Massachusetts sales that exceed $100,000 in a calendar year.


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