January 4, 1980
You inquire whether a Connecticut corporate real estate broker will be doing business in Massachusetts, and whether it must file Massachusetts tax returns. The corporation will maintain no office and have no employees in Massachusetts, but has applied for registration with the Massachusetts Board of Registry for Real Estate Brokers and Salesmen, and expects to act as broker with respect to sales of Massachusetts real estate.
Massachusetts General Laws Chapter 181, Section 4 requires every foreign corporation doing business in the Commonwealth to file a certificate with the Secretary of State.
Under Chapter 63, Section 39, a corporate excise must be paid by
"every foreign corporation, exercising its charter, or qualified to do business or actually doing business in the commonwealth, or owning or using any part or all of its capital, plant or any other property in the commonwealth."
That section further states that the excise levied is due and payable on any one of three specified incidents, including
"the qualification to carry on or do business in this state or the actual doing of business within the commonwealth in a corporate form. The term 'doing business' as used herein shall mean and include each and every act, power, right, privilege, or immunity exercised or enjoyed in the commonwealth, as an incident to or by virtue of the powers and privileges acquired by the nature of such organizations, as well as, the buying, selling or procuring of services or property."
Every foreign corporation subject to tax under Chapter 63 must file an annual return pursuant to Chapter 62C, Section 11.
Based on the foregoing, it is ruled that, if the corporation acts as broker with respect to sales of Massachusetts real estate, it will be doing business in Massachusetts and must file Massachusetts tax returns.
Enclosed herewith are a foreign corporation certificate (Form CD-FCC) and a Department of Revenue registration application (Form TA-1).
Very truly yours
/s/L. Joyce Hampers
L. Joyce Hampers
Commissioner of Revenue