How to Incorporate in Massachusetts
Secretary of the Commonwealth of Massachusetts—Corporations Division
One Ashburton Place
Boston, MA 02108-1512
Statutory Authority: Massachusetts Business Corporation Act — Mass. Gen. Laws ch. 156D § XXII (2012)
Massachusetts Incorporation General Filing Instructions
1. Confirm availability of company name and reserve if necessary.
2. Completed the “Articles of Organizations.”
3. Prepare a Letter of Transmittal.
4. Submit the completed documents, a photocopy of each, and filing fees to the Secretary of the Commonwealth of Massachusetts.
Massachusetts Articles of Incorporation
The following information is legally necessary and sufficient to form a for-profit corporation in Massachusetts:
1. Company name
2. Business purpose
3. Number and par value of authorized shares
4. Preferences, limitations, and relative rights of each class or series of shares
5. Restrictions upon the transfer of shares, if applicable
6. Effective date if other than date of filing
7. Registered agent name and address
8. Name and street of each initial director and officer
9. Fiscal year end
10. Brief description of the type of business in which the corporation intends to engage
11. Principal office address
12. Street address where the corporations records are to be kept
13. Signature and printed name of each incorporator, and date
14. Contact information
Massachusetts Incorporation Fee Schedule
Application for Reservation of Name: $30.00
Articles of Organization:
Mail – $275.00 minimum (for up to 275,000 shares)
Online – $250.00 filing fee plus $15.00 expedite fee
Facsimile – $250.00 filing fee plus $15.00 expedite fee
Foreign Registration: $400.00 ($375.00 if filed by fax)
Certified Copy: $12.00
Annual Report: $125.00 by mail, $109.00 by fax or online
Articles of Dissolution: $100.00
Your company name must end with a corporate designator. In Massachusetts the specific corporate designators are: “Corporation” ” Incorporated” “Company” “Limited” “Corp.” “Inc.” “Ltd.”
Conduct an entity name search on the Secretary of the Commonwealth website to confirm the availability of your company name.
If the name you want is available you can reserve it for 60 days by filing an “Application for Reservation of Name” and paying a name reservation fee of $30.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
Massachusetts requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Massachusetts resident or active Massachusetts business entity that has a Massachusetts street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Massachusetts resident and have a Massachusetts street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a Massachusetts corporation. Nevertheless, Massachusetts permits you to add other provisions to your Articles of Incorporation as an attachment.
The most common optional provisions are the following:
☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election
Post formation and ongoing compliance
1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File an Annual Report.
Registering as a Foreign Entity
1. Complete the “Foreign Corporation Certificate of Registration.”
2. Attach a certificate of legal existence or a certificate of good standing issued by an officer or an agency properly authorized in the state of incorporation.
3. Submit the completed documents, along with the filing fees, to the Secretary of the Commonwealth of Massachusetts.
Dissolving a Massachusetts Corporation
1. If you have not yet commenced business or issued shares, and a majority of the incorporators or initial directors have voted to dissolve, complete the “Articles of Voluntary Dissolution of Corporation Which Has Not Issued Shares or Has Not Commenced Business.”
2. If you have already commenced business and issued shares, complete the “Articles of Voluntary Dissolution.”
3. Submit the appropriate document, along with the $100.00 filing fee, to the Secretary of the Commonwealth of Massachusetts.