Incorporate in Massachusetts
Creating a Massachusetts Corporation
Curious about creating a corporation in Massachusetts? While the process varies depending on the specifics of your business, the typical incorporation process includes:
- Submitting Massachusetts Articles of Organization
- Applying for a FEIN from the IRS
- Obtaining required licenses or permits
- Opening a corporate bank account
Much like Massachusetts itself, incorporating in the commonwealth is a process that’s steeped in history and tradition and yet constantly changing and progressing. Figuring out the forms and procedures can be a hassle. However, at Massachusetts Registered Agents LLC, we offer a hassle-free, total incorporation package. We give you everything you need for only $414!
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We provide you with a full YEAR of our expert registered agent service. We scan documents daily so your corporation never misses an important notice
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Find all your scanned documents along with useful business forms, pre-filled with your Massachusetts corporation’s current information.
From bylaws to initial resolutions, we give you the documents you need to incorporate your business and open a corporate bank account.
Massachusetts Articles of Organization
Submitting your Articles of Organization is the first step to incorporating in Massachusetts. This document is divided into eight sections called Articles.
The first seven Articles are permanent, so any future changes require you to file an amendment with the Corporations Division. The information you provide for the eighth Article can be changed without filing an amendment to the Articles (although other filings may be required).
What to Include in Your Articles of Organization
- Article I: Name
You must include one of the following words or abbreviations in your Massachusetts corporation’s name: Corporation, Incorporated, Company, Limited, Corp., Inc., Co., or Ltd. Check the availability of your name by searching the Massachusetts Corporate Database.
- Article II: Purpose
This section is optional. Your corporation automatically has the general purpose of “engaging in any lawful business” but if you’d like, you can include a more specific purpose to describe your business activities.
- Article III: Authorized Shares
When creating your corporation, you also create or authorize shares of stock. You must authorize at least one share. In your Articles, you need to include the total number of shares and their par value (if any). Par value is the initial price of the share.
If you want different types of stock, such as common and preferred stock, you’ll also need to designate how many of each of these shares you’re creating.
- Article IV: Classes and Series of Shares
If you choose to have classes or series of shares, you’ll also need to specify the rights and limitations of each. For example, common stock typically includes voting rights, but preferred stock typically waives voting rights in lieu of perks like guaranteed dividends and priority payouts in case of bankruptcy or liquidation.
If you want to limit the number of any kind of share or set a minimum price a share can be issued at, you can make these designations as well.
- Article V: Transferring Shares
If you want restrictions on transferring shares, you must specify them. For example, you could require that holders of certain share types give the corporation the first opportunity to acquire the shares.
- Article VI: Other Provisions
This section is optional. If you want to include any other provisions for your Massachusetts corporation, you can add them here. For example, shareholders in Massachusetts don’t have preemptive rights to acquire unissued shares unless the corporation specifically designates this privilege.
- Article VII: Effective Date
Your effective date is the date your Massachusetts corporation begins its existence. Most corporations are formed upon approval of their filing, but if you’d like a future effective date, you can choose a date within 90 days of filing.
- Article VIII: General Business Information
In this section, you’ll provide information such as your registered agent, directors, and principal office.
Registered Agent and Office: Your Massachusetts registered agent accepts service of process and legal notifications for your corporation. Your registered agent can be an individual resident of Massachusetts or an authorized business. The registered office is the street address in Massachusetts where the registered agent is reliably available.
Officers and Directors: Include the name and business address of your corporation’s president, treasurer, secretary and directors.
Fiscal Year End: If you plan to use a regular calendar year, enter “December 31st.” If you’d prefer a fiscal year that ends in another month, put the last day of the month, such as “June 30th.”
Business Description: You don’t have to write a sentence, just include a few words to describe your business, such as “auto parts dealer” or “janitorial service.”
Principal Office: This is your main business office, which must be a street address. The principal office doesn’t have to be located in Massachusetts.
Location of Records: Include the street address in Massachusetts where corporate records are kept. This is often the same as the principal office.
Submit Your Massachusetts Articles of Organization
Your Massachusetts Articles of Organization can be submitted by mail, in person, by fax, or online. Online and faxed filings are processed the fastest, but all forms are typically processed within three days.
MAIL AND IN-PERSON FILINGS
The Massachusetts Articles of Organization form can be downloaded from the Corporations Division. Handwritten responses aren’t accepted, so type your answers into the fillable form before printing. For any additional information, use the official Attachment Sheet.
- Minimum filing fee: $275 for up to 275,000 shares. Add $100 for each additional 100,000 shares.
- Payment options: check or money order
You’ll need to create a Fax Voucher Coversheet with the Secretary of the Commonwealth’s online system. The system will take your payment and print a coversheet with a unique barcode to be faxed with your Massachusetts Articles of Organization.
Faxed filings are automatically considered expedited. There is a limit of 275,000 shares.
- Filing fee: $265 ($250 + $15 expedited fee)
- Payment options: credit card or eCheck
To file online, use the Corporations Online Filing System. Like faxed filings, online filings are automatically considered expedited. There is a limit of 275,000 shares.
- Filing fee: $265 ($250 + $15 expedited fee)
- Payment options: credit card or eCheck
Want to skip this paperwork? Let us handle your incorporation! We’ll not only create and submit your Massachusetts Articles of Organization, we’ll provide you with a comprehensive service package that gives you everything you need to start your Massachusetts corporation.
What We Provide:
- A Full Year of Registered Agent Service
- Immediate Access to Secure Digital Client Account
- Same-Day Document Scans for All Service of Process
- Annual Report Reminders and Compliance Notifications
- Expert Customer Service Support
- Use of Our Commercial Address on Business Filings
- Custom Documents: Bylaws, Initial Resolutions and More!
What We Charge:
1 Year of Registered Agent Service
Our Business Formation Service Fee
Massachusetts State Filing Fees
FAQs for Massachusetts Corporations
Have questions about registered agents, FEINs, licenses, excise taxes or annual reports? Read on for answers.
MASSACHUSETTS REGISTERED AGENT
Why does my Massachusetts corporation need a registered agent?
Massachusetts General Laws c.156D §5.01 states that corporations must continuously maintain a registered agent in the commonwealth. Massachusetts needs to be able to reliably contact your corporation. A commercial registered agent (like us!) also lets you list our address on your Articles instead of yours—so you don’t get all the junk mail and hassle that come with a publicly-listed address. We’re the ones sifting through spam and ensuring you never miss an important notification.
At Massachusetts Registered Agent LLC, our expert registered agent service is only $49 a year.
What is a FEIN?
FEIN stands for Federal Employer Identification Number. This is a federal tax ID issued by the IRS to identify your business on tax filings.
Does my Massachusetts corporation require a FEIN?
Yes. Corporations are required to obtain a FEIN.
How do I get a FEIN?
You can apply directly from the IRS. There’s no filing fee, but if you want to skip this paperwork as well, you can add Tax ID service onto our incorporation package for the cost of our time: $50.
Does my Massachusetts corporation need a business license?
It’s pretty likely your corporation will need some sort of tax permit or professional license, but it depends on your business activities. There’s no general business license in Massachusetts, but tax permits are required for activities like sales. Occupations such as dentists and electricians also must be licensed in the commonwealth. Check the Massachusetts Business Licenses & Permits page for licensing requirements.
CORPORATE EXCISE TAX
What is the Massachusetts corporate excise tax?
Massachusetts requires most corporations to pay a unique corporate excise tax. The tax doesn’t apply to banking or financial institutions or insurance companies, and some types of corporations (such as cooperatives and agricultural corporations) are exempt. For a complete list of exemptions and tax calculation details, see the Massachusetts Guide to Corporate Excise Tax.
Generally, however, the tax rates for C and S corporations are listed below:
- For C corporations: This tax is based on a combination of net income (8%) and either tangible property or net worth ($2.60 per $1000).
- For S corporations: This tax is based on either tangible property or net worth ($2.60 per $1000).
While S corporations aren’t typically taxed on income like a C corporation, Massachusetts’ corporate excise tax does apply to an S corporation’s gross receipts if they’re above $6 million. Gross receipts between $6 and 9 million are taxed at 1.83% and gross receipts above $9 million are taxed at 2.75%.
Is there a minimum corporate excise tax?
The minimum tax is $456.
When is the corporate excise tax due?
For C corporations, the tax is due on the 15th day of the fourth month after the taxable year. For S corporations, the tax is due on the 15th day of the third month after the taxable year. This means that if your corporation operates on a traditional calendar year, a C corporation’s excise tax would be due April 15th and an S corporation’s excise tax would be due March 15th.
MASSACHUSETTS ANNUAL REPORT
What is the Massachusetts Annual Report?
The Massachusetts Annual Report is a form that Massachusetts corporations are required to submit every year to the Secretary of the Commonwealth. This report updates the corporation’s stock, ownership and contact information.
How do I submit my Massachusetts Annual Report?
The Massachusetts Annual Report form can be downloaded from the Corporations Division. To apply online, use the Corporations Online Filing System.
How much is the filing fee for the Annual Report?
Online and faxed filings are $109. Mailed or in-person filings are $125. Late filings are $135 (online or faxed) or $150 (mailed or in-person).
When is the Massachusetts Annual Report due?
The report is due within two and a half months after the end of your corporation’s fiscal year.
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Incorporating doesn’t have to be a hassle—at Massachusetts Registered Agent LLC, we’ll provide everything you need to start your Massachusetts corporation, from resident agent service to custom documents. Sign up now!