Massachusetts Incorporation

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How to Incorporate in Massachusetts

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If you’re looking to incorporate in Massachusetts, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.


Paperwork Cost Time
  • Articles of Organization (It's odd but true: Massachusetts calls the Articles of Incorporation the Articles of Organization)
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • Form 2553: S-Corp Election, if desired
  • Massachusetts Department of Revenue - WebFile for Businesses - Form TA-1
  • Incorporation: $275 + optional $25 expedite fee + $100 for each 100,000 authorized shares over 275,000
  • Incorporation: ~2-3 business days by mail (plus mail time). ~1-3 business days by fax with $25 expedite fee.

How to Incorporate in Massachusetts

1 Choose a corporate structure

Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Massachusetts".

Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Massachusetts".

C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).

2 Check Name Availability

The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

Name Search:
Secretary of State Public Records Database
Name Reservation:
Optional
Suffix:
Shall contain the word “corporation, “incorporated,” “company,” or “limited” or the abbreviation “corp.,” “inc., or ltd.,” or words or abbreviations of like import in another language M.G.L. c156D §4.01
3 Appoint a Registered Agent

Identify the corporation’s Massachusetts registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.

4 File Massachusetts Articles of Incorporation

Massachusetts calls the articles of incorporation the articles of organization. This can be confusing because in many states articles of organization are used to create an LLC. File the following articles of organization to create your corporation:

Agency:Massachusetts Secretary of the Commonwealth
Form:

Articles of Organization

Filing method:

Mail, fax, in-person, or online

Agency fee:

$275 + optional $25 expedite fee + $100 for each 100,000 authorized shares over 275,000

Turnaround:

~2-3 business days by mail (plus mail time). ~1-3 business days by fax with $25 expedite fee.

Law:

M.G.L. c156D

5 Establish Bylaws & Corporate Records

Your corporation must keep correct and complete books and records.

A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
M.G.L. c156D §16.01

Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.

Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.

Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or the articles of organization (M.G.L. c156D §2.06). You will review and ratify the bylaws at your first board of directors meeting.

6 Appoint Initial Directors

The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.

7 Hold Organizational Meeting

Hold the organizational meeting of the incorporators or initial directors in compliance with M.G.L. c156D §2.05. The meeting may be held in or outside of Massachusetts. Keep minutes of this meeting.

The following state laws apply unless overridden by the organizational documents, where permissible.

Directors Officers
  • Number: At least three required.
  • Qualifications: Must be a shareholder, unless otherwise in bylaws.
  • Quorum: Statute is silent.
  • Clerk, Treasurer, and President required.
8 Issue Stock Certificates

The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.

The following state laws apply unless overridden by the organizational documents, where permissible.

Shareholders Annual Shareholder Meeting
  • Qualifications: N/A
  • Stock Certificate: Not required.
  • Voting Trusts Allowed: Yes.
  • Required: Yes.
  • Action by written consent: Statute is silent.
9 Get a Federal Employer Identification Number (EIN)

Your corporation must obtain an EIN regardless of whether it will hire employees.

Submit to:
Internal Revenue Service
http://www.irs.gov/
Form:
IRS Form SS-4
Guidance:
IRS Pub 1635: Understanding Your EIN
Filing Method:
Mail, phone, fax, or apply online with the IRS
Fee:
$0
Turnaround:
Immediately online
Notes:
The IRS website is only available during certain hours. Print your EIN before closing your session.
10 Get Massachusetts State Tax Identification Numbers/Accounts

Massachusetts offers a consolidated state tax registration application.

Submit to:
Massachusetts Department of Revenue
http://www.mass.gov/dor/
Form:
Massachusetts Department of Revenue - WebFile for Businesses - Form TA-1
Instructions:
Instructions
Guidance:
Tax type descriptions
Filing Method:
Online
Fee:
$0
Notes:
Obtain an EIN first. If needed, the Massachusetts Department of Revenue will mail you Form ST-1: Sales and Use Tax Registration (access to this form is restricted).
11 Consider Electing S-Corp Taxation

By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:

  • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
  • S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
12 Obtain Business Licenses & Permits

To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.

13 Ongoing Filings to Maintain Your Corporation

You must file federal and state tax returns. You must also file:

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