Step 1) Verify & Secure Brand Name
To secure and register your brand name it must be unique, not too similar to another registered name, and shouldn’t contain any restricted wording. To check, conduct a Business Entity Search through the Sec. of State, and if there are potential trademark issues conduct another quick search using the TESS System through the U.S. Patent Office.
Keep in mind your brand name should contain the words ‘Corporation,’ ‘Company,’ ‘Incorporated,’ or ‘Limited.” Abbreviations for these words are also acceptable. If needed/available, you can file an Application for Reservation of Name to reserve for 60 days.
Filing Fee: $30.
Quick Note: Before you commit 100% to a name, you may also want to check that there’s a decent URL available for your business. Use WEEBLY to search your options. If there’s a quality domain name for purchase, we advise buying it right away. Even if launching a business website isn’t on your radar right now, it’s going to be soon, and you might as well nail down a domain name that’ll make it easy for customers to find you!
Step 2) Appoint A Registered Agent
A Massachusetts Registered Agent is the person or organization that receives and helps process important documents (state filings, tax forms, legal notices, etc.) on behalf of your business. They must be a Massachusetts resident or registered business entity with the state and be available during all regular M-F office hours.
You can hire an outside professional service and expect to pay up to $160/year, or get a Registered Agent free of charge when starting a corporation through IncFile or BizFilings. They handle this along with much more depending on your startup package.
Step 3) File Articles Of Organization
Once you have a registered agent, when you and your board agree the corporation is ready, you can make it an officially recognized business entity by filing Articles of Organization with the Department of Assessments and Taxation by mail. It asks for basic information to disclose for the public record including:
- The name and address of the business
- The number of shares authorized, the value they hold, and any transfer restrictions
- The addresses and names of the president, initial directors, secretary, and treasurer
- The type of business structure chosen
Filing fee: $275 for up to 275k shares. Additional $100 fee every additional 100k shares.
Step 4) Get A Corporate Records Book
Think of this as the hard copy record book where all critical corporate documents are kept like the Articles of Incorporation, Bylaws, meeting minutes, stock certificate ledger, stock certificates, stock certificate stubs, stock transfer documents, etc. They’re very common and while not necessary having one is highly recommended for all serious business entities.
Step 5) Choose The Initial Directors
Appoint at least 3 Directors who among other things will oversee the corp until the first shareholder meeting where new directors will be voted in. Prepare an “Incorporator Statement” with complete names and addresses of each director and keep it in your records book. Once elected, an initial meeting should:
Step 6) Open A Business Bank Account
Your CFO, or you with your board need to seriously consider this step. It's not personal banking, so if you’re brand new to this then please do some homework and shop around. Look at different local, state, and national banks as well as credit unions. There’s plenty of great deals, perks, reduced fees, and kickbacks to be leveraged.
The other big important factor is making sure to completely separate your brand’s financials from data streams and bank accounts of any kind. Here’s a quick breakdown article of Business Checking Accounts from some of the biggest banks to begin your research.
Step 7) Handle Taxation & Licensing/Permits
As a legally operating MA corporation, you’re required to be 100% compliant with all relevant local/state/federal agencies. Ideally you should have an attorney or at least dedicate time to knocking this out yourself and doing the homework. That said, here are four resources to get started:
- Get a EIN, or Employer Identification Number, quickly for free through the IRS Website.
- Bookmark the Boston Small Business Administration Office and Mass.gov’s Business Services.
- To form an S-Corp, submit Form 2553 with the IRS and be sure all board of directors have signed it.
- Also, consider professional business license research services that take care of the legwork for you.