Am sure I've seen this somewhere but had no luck finding it in any forums, the MA General Laws, or the MA Corporations Division website. Question is: If a corporation registered and doing business in another state (e.g., NH) wants to open a bank account in MA, but will NOT be conducting any business in MA, do they still need to be registered with the MA SOC?

Page on SOS web site where it indicates a "foreign" corporation must register prior to transacting business in Massachusetts. My point in linking it is that there probably is not going to be anything that addresses the issue of registering if they are not transacting business in MA; i.e. the commonwealth has no reason to care whether they register or not.

Some banks require all foreign corporations to register in the state where the bank is located in order to 1) avoid a discussion about what "transacting business" may or may not mean and/or 2) to get them to submit to the jurisdiction of the laws in the state where the bank is located. Ex: A NH corporation banks with you and overdraws its account. They do not repay the loan. In order to sue them for the debt, you would have to file suit where they do exist, NH.

Thanks, Ken. Appreciate the response.

Ken gives good advice and has always been my rule of thumb, but technically, just maintaining a bank account is not conducting business in MA.

CHAPTER 156D Section 15.01. AUTHORITY TO TRANSACT BUSINESS REQUIRED

(a) A foreign corporation that transacts business or has a usual place of business in the commonwealth shall deliver the certificate required by section 15.03 to the secretary of state for filing.

(b) The following activities, among others, do constitute transacting business within the meaning of subsection (a):

(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.

(c) The following activities, among others, without more, do not constitute transacting business within the meaning of subsection (a):

(1) maintaining, defending, or settling any proceeding;

(2) holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;

(3) maintaining bank accounts;

Excellent. Thank you.