How to Incorporate in Massachusetts
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.
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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).
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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: Massachusetts Secretary of the Commonwealth Name Reservation: Optional Suffix Requirements: 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 -
Appoint a Registered Agent
Before you officially file to create your Massachusetts LLC, you will need to decide who your Massachusetts registered agent will be. A registered agent is a business's legal appointee to receive notice of lawsuit and other legal or government notices.
State law requires every LLC to have a registered agent. The registered agent is designated when you file Massachusetts articles of organization with the Massachusetts Secretary of the Commonwealth.
Our reliable registered agent service fulfills this requirement. You get:
- Same-day documents from our local office in Pittsfield
- Immediate online access to state forms with our address and, where required, our signature
- Annual fees from $89 to $99 per state with no additional charges
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File Massachusetts Articles of Incorporation
File the articles of incorporation to create your corporation.
Agency: Massachusetts Secretary of the Commonwealth Form: 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: -
Establish Bylaws & Corporate Records
Your corporation must keep correct and complete books and records.
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 with the articles of incorporation (C.R.S. 7-102-106). You will review and ratify the bylaws at your first board of directors meeting.
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, 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, and a record of all waivers of notices of meetings of shareholders and of the board of directors or any committee of the board of directors (C.R.S. 7-116-101).
Your filed articles of incorporation and bylaws are the first documents for your corporate records. Your corporation will generate many other official records such as:
- Meeting minutes
- Shareholder resolutions
- EIN verification letter
- Amendments and other filings made to the corporation over its lifetime
Organizations need a secure, centralized tool for managing and accessing sensitive records. Our Records Manager software offers a simple, efficient way for corporations to store records, track officers, directors, and shareholders, and customize meeting notifications.
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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.
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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.
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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.
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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. -
Get Massachusetts State Tax Identification Numbers/Accounts
Massachusetts offers a consolidated state tax registration application.
Agency: Massachusetts Department of Revenue Form: Massachusetts Department of Revenue - WebFile for Businesses - Form TA-1 Instructions: Instructions Filing Method: Online Agency Fee: $0 Notes: - Tax type descriptions
- 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).
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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.
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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.
Massachusetts Business License
Not required
General Business License licensure is not required on the State level in Massachusetts.
Massachusetts does not have a general business license at the state level, but local licenses are often required.
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Ongoing Filings to Maintain Your Corporation
You must file federal and state tax returns.
Many states also require business entities to file an annual report to maintain good standing with the secretary of state. If an annual report is required for corporations formed in Massachusetts, view the table below.
Massachusetts Corporation Annual Report Requirements:
Agency: Massachusetts Secretary of the Commonwealth Form: Filing Method: Mail, in-person, fax, or online.
Agency Fee: $109 online or fax; $125 by mail.
Due: Annually within 2.5 months after the close of the organization's fiscal year.
Law: Penalties: $25 late fee.
Notes: - Anyone with authority may file.
- Original signatures are not required.
For more details, see our Massachusetts annual report information center page.
You will need to demonstrate your company’s good standing to banks, customers, and other state agencies. After all the work involved in forming your Massachusetts corporation, don’t let a missed annual report filing cause your new business to fall out of compliance.
Tracking and filing annual reports on your own can be time consuming and lead to accidental lapses. Protect your corporation’s good standing with Managed Annual Report Service, which tracks and automatically files reports on time, every time, so you can focus on your business.
