Forming a Massachusetts Corporation is Easy
Forming a corporation in Massachusetts is a simple process that is achieved by filing the Articles of Incorporation with the Secretary of the Commonwealth. In the guide below, we will show you step-by-step how to start a corporation in Massachusetts.
Step 1: Create a Name For Your Massachusetts Corporation
When naming your Massachusetts Corporation, you will need to:
- Follow Massachusetts Name Requirements
- Complete a Name Search With the Massachusetts Secretary of State
- Consider Securing a Domain Name (URL)
To learn more, read our How to Name a Business in Massachusetts guide.
Need help naming your business? You can use our business name generator to find the best name for your corporation.
First, you will need to choose a name that complies with Massachusetts Secretary of the Commonwealth naming guidelines:
- Your name must contain the word “corporation,” “company,” “incorporated,” “limited;” an abbreviation of one of these terms; or words or abbreviations of the same meaning in a different language.
- Your name cannot be the same as or deceptively similar to any existing business in Massachusetts. This includes reserved names.
- Your name cannot imply that the corporation is organized for an unlawful purpose or one other than what is outlined in its articles of organization.
You can also read the Massachusetts state statutes about corporation naming guidelines for more information.
Name Search With the Massachusetts Secretary of the Commonwealth
These tools are also useful if you decide to register a business certificate or DBA (Doing Business As) for your company. For detailed information about setting up a DBA for your Massachusetts corporation, check out our How to File a DBA in Massachusetts guide.
If you have a name in mind, but you aren’t ready to officially form your corporation, you can reserve your name. Your business name can be reserved for 60 days by filing an Application of Reservation of Name form with the Massachusetts Secretary of the Commonwealth.
The Application for Reservation of Name can be filed by mail. There is a $30 fee to file your Massachusetts Name Reservation.
Secure Domain Name
We recommend checking to see if your business name is available as a web domain (URL). Even if you don't plan to make a business website today, you may want to buy the web address in order to prevent others from acquiring it. It’s free to search.
Step 2: Choose a Massachusetts Registered Agent
When you file your Massachusetts Articles of Organization, you will be asked to give the name of your Massachusetts registered agent.
A registered agent is a person or entity that accepts tax and legal documents on behalf of your LLC or corporation. Your registered agent can be an individual resident of the state or a company that’s legally authorized to represent businesses in Massachusetts.
To learn more about registered agents, read our What is a Registered Agent guide.
Complete the Massachusetts Statement of Appointment of Registered Agent Form
Massachusetts registered agents must consent to their appointment.
The statement of appointment form includes:
- The name of the corporation
- An express statement that the person designated consents to serve as the corporation’s registered agent
- The name of the person designated as registered agent
- The signature of the registered agent
- The date of execution
The form must be filed with the Secretary of the Commonwealth.
Step 3: Choose Your Massachusetts Corporation’s Initial Directors
You must appoint at least one director who, among other things, will oversee your Massachusetts corporation until the first shareholder meeting.
The directors of a corporation are in charge of the adoption, amendment, and repeal of bylaws as well as the supervision, election, and removal of officers.
Later you will prepare an “Incorporator Statement” with complete names and addresses of each director and keep it in your corporate records book. For now, you only need at least one initial director to list on your Articles of Organization.
Step 4: File the Articles of Organization
Now that you have chosen a registered agent and at least one director, it’s time to make your corporation official by filing the Articles of Organization form with the Massachusetts Secretary of the Commonwealth. This document will disclose some basics of your business for the public record, including:
- Corporate name, street address, and statement of purpose
- Corporate registered agent name and street address
- Number of shares corporation is allowed to issue
- Preferences, limitations and relative rights of the classes of stock
- Any restrictions on the transfer of stock
- The effective date of the corporation
- Corporate officers’ and directors’ names and addresses
- Incorporator name
Filing Fee: $275
Submit the completed Articles of Organization, along with the filing fee, using one of three options:
Mail or In-Person Delivery:
Secretary of the Commonwealth
One Ashburton Place, 17th floor
Boston, MA 02108-1512
Massachusetts Corporation Operating Procedures and Housekeeping
Set Up a Corporate Records Book
Think of this as the hard-copy record book where all critical corporate documents are kept, like your Articles of Organization, bylaws, meeting minutes, stock certificate ledger, stock transfer documents, etc.
You should keep the corporate records book at your principal location. Corporate records book kits can be purchased online, or you can use a large generic binder to store your records.
Prepare Bylaws for Your Massachusetts Corporation
Bylaws are the rules that determine how your organization will be governed and run.
You can think about the bylaws as a constitution for your corporation. It makes the rules and priorities clear for everyone involved.
In your bylaws, be sure to include:
- How the corporation will be governed – the role of directors and officers
- How meetings are held, voting procedures, electing officers or directors
- How records will be kept and managed
- How disputes will be handled
- How bylaws will be added/amended in the future
NOTE: A corporation’s bylaws will supplement any rules set forth by the federal government or the state.
Ready to get started? Check out these bylaws templates which you can customize to suit the needs of your incorporated business.
Conduct Your First Board of Directors Meeting
An organizational meeting is the first official meeting of your corporation.
These are some of the things that are discussed in a typical organizational meeting:
- Taking attendance to show you have a quorum (minimum number needed)
- Appointing temporary officers, chairmen, secretary, etc.
- Adoption of the bylaws
- Adoption of conflict of interest policy
Don’t forget to record “minutes” of the meeting and have it signed by all attending directors. Here are some corporate minutes templates to help you get the ball rolling.
Protect Your Assets and Stay Compliant
Get an EIN
The Employer Identification Number (EIN), or Federal Tax Identification Number, is used to identify a business entity. It is essentially a social security number for the company.
Why do I need an EIN? An EIN is required for the following:
- To open a business bank account for the company
- For Federal and State tax purposes
- To hire employees for the company
To learn more about EINs, read our What is an EIN guide.
Open a Bank Account For Your Massachusetts Corporation
There are two critical reasons to open a unique corporate bank account.
The first is that separating your personal assets from your business assets adds another layer of protection in the event that your business is sued.
The second is that syncing a single account with business accounting software will make managing your finances much easier.
To begin your research, check out the breakdown of our favorite business checking accounts.
Recommended: Find the right bank for you, read our review of the The 5 Best Banks for Startups and Entrepreneurs
Accounting For Your Corporation
It's important to get your books in order, even if you haven't officially opened for business. A well-managed accounting system will help you:
- Track your business finances, including bills, expenses, and income.
- Simplify and file your annual taxes.
You can maintain your accounting in two ways:
- Use a DIY accounting software. This can come with an increased risk of errors especially when starting a new business.
- Hire an accounting service. They can provide comprehensive advice to help optimize your bookkeeping and taxes as well as additional services such as payroll etc.
Recommended: For most small businesses, we recommend using a reputable accounting service. Schedule a free tax consultation for your business now to avoid costly errors in the future.
Research Business License Requirements
To operate your corporation, you must comply with federal, state, and local government regulations. The details of business licenses and permits vary from state to state, so make sure to research carefully and plan accordingly.
Find out how to obtain necessary licenses and permits for your business or have a professional business licensing service do it for you:
What is an S Corporation?
An S corporation (S corp) is an incorporated business that is taxed as a pass-through entity. This means that S corps do not pay federal taxes on their business income. Instead, the business profits "pass-through" to the owners of the S corp, who are also known as shareholders. Then, the shareholders pay income tax and report their share of the profits in the form of salaries on their individual tax returns, which are then taxed.
In order to elect an S corporation status for tax purposes, corporations will need to file form 2553 Election by a Small Business Corporation. The form must be signed by all shareholders and must be filed within two months and 15 days after the start of the initial tax year.
To learn more, read our What is an S corporation guide.
Need Help Creating Your Massachusetts Corporation?
Have a Professional Service Form Your Massachusetts Corporation For You
If you'd prefer to have a reliable service incorporate in Massachusetts for you, here are the two most popular services: