Massachusetts Articles of Incorporation

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What Are Massachusetts Articles of Incorporation?

Preparing and filing your articles of incorporation is the first step in starting your business corporation. Approval of this document secures your corporate name and creates the legal entity of the corporation. Only after this approval can the corporation apply for tax IDs, obtain business licenses, sign contracts, and otherwise conduct business.

Incorporating provides many important benefits:

  • Limits the liability of directors, officers, and shareholders
  • Fulfills statutory requirements to register your business name
  • Provides governance and adds credibility

Fast Facts

For Domestic Corporations:

Agency:Massachusetts Secretary of the Commonwealth - Corporations Division
Form:

Articles of Organization

Filing Method:

Mail, fax, in-person, or online.

Agency Fee:

$275 for up to 275,000 shares + $100 for each additional 100,000 shares or any fraction thereof

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

For Domestic Professional Corporations:

Agency:Massachusetts Secretary of the Commonwealth - Corporations Division
Form:

Articles of Organization

Filing Method:

Mail, fax, or in-person.

Agency Fee:

$275 for up to 275,000 shares + $100 for each additional 100,000 shares or any fraction thereof

Notes:

Some activities conducted in the commonwealth require approval from the appropriate regulatory board or division of licensure prior to filing documents with the Corporations Division. A regulatory board certificate must be attached.  Contact the appropriate agency for approval and submit this certificate attached to the articles of organization or foreign corporation certificate.

Required Attachments:

Other Helpful Massachusetts Facts

As you are preparing to incorporate, keep in mind the following requirements specific to Massachusetts.


Massachusetts Directors

  • Number: At least three required.
  • Qualifications: Must be a shareholder, unless otherwise in bylaws.
  • Quorum: Statute is silent.

Massachusetts Officers

  • Clerk, Treasurer, and President required.

Massachusetts Bylaws

  • Required: Yes.

Massachusetts Annual Shareholder Meeting

  • Required: Yes.
  • Action by written consent: Statute is silent.

Massachusetts Shareholders

  • Qualifications: N/A
  • Stock Certificate: Not required.
  • Voting Trusts Allowed: Yes.

Helpful Tools

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