Foreign Corporations Capacity To Sue In Massachusetts

Foreign corporations which fail to register to do business in Massachusetts or their successors are precluded from maintaining suit in Massachusetts until a certficate under M.G.L. c. 156D, §15.03 (a). The failure of a foreign corporation to deliver the certificate, however, does not impair the validity of its corporate acts or prevent it from defending any proceeding in the commonwealth, or affect the validity of any contract entered into by the foreign corporation. However, no such failure shall affect the validity of any contract involving the foreign corporation or “prevent the foreign corporation from defending any proceeding in the commonwealth. M.G.L. c. 156D, §15.02.

Foreign corporations are liable to be sued and to have their property attached in the same manner and to the same extent as individuals who are residents of other states. M.G.L. c. 156D, § 15.10.

The exception to the state registration requirements is where a corporation is engaged solely in interstate commerce. Goodwin Bros. Leasing, Inc. v. Nousis, 373 Mass 169, 174 (1977).