Start a Corporation in Massachusetts

If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit the Massachusetts SOC’s Business Name Search and browse until you find the perfect name for your corporation.

You’ll also need to make sure you follow state naming guidelines. These can be found in M.G.L. ch:156D § 4.01. Specifically your corporation’s name must:

• Contain “Company,” “Incorporated,” “Corporation,” “Inc.,” “Corp.,” or other acceptable abbreviation.
• Be unique among approved business names in Massachusetts.
• Not contain language stating or implying that the corporation is organized for a purpose other than stated in its articles of incorporation.

By law, your Massachusetts corporation needs to have a registered agent. Your registered agent could be you, a local resident, or a registered agent service. Your registered agent will be tasked with receiving legal correspondence and official paperwork on behalf of your corporation. Your registered agent’s name and address will need to be listed on your corporation’s Articles of Incorporation.

Learn why the pros use a registered agent service.

Learn more about each Articles of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.

Better yet, skip the form entirely and hire us to incorporate your Massachusetts business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private.

• Business Name: Your name must include “Corporation,” “Incorporated,” “Company,” “Limited” or an abbreviation of one of these words. Tip: Many corporations opt to keep it simple with “Corp” or “Inc.”
• Purpose: Your Massachusetts corporation automatically has the purpose of “engaging in any lawful business,” so you only need to add more to this section if you want to limit your purpose to specific activities. Tip: Most corporations skip this section.
• Authorized Shares: List how many shares you’d like to create. You can list multiple classes or series of shares if you like. For each type of share, you can also choose to include par value, but it’s not required. Par value is the “face value” of a share (the price you see on stock certificates) and typically the lowest price a share is traded at. Massachusetts General Laws, however, specifically note that par value is not necessarily a minimum value.
• Share Rights and Limitations: Have multiple classes or series of shares? You’ll need to explain how they’re different. In other words, list the preferences, limitations and relative rights of each type of share. You’ll also need to note if there are any restrictions on transferring shares.
• Other Lawful Provisions: If you’d like to add additional provisions, such as limitations on the powers of the board of directors or shareholders, you can do so in this optional section. On paper filings, if there is not enough space for additional provisions, you should use the state-provided attachment form, and indicate in your articles that the form is attached.
• Effective Date: When do you want your corporation to begin? If you skip this section, your business will start upon filing. If you’d like to delay your start date (for example, to line up with a tax period), you can list an effective date up to 90 days in the future. Tip: Most corporations skip this section.
• Registered Office: The registered office is the Massachusetts street address where your registered agent will be available during business hours to accept legal notifications for your corporation. Tip: When you hire Northwest, our address will go here.
• Registered Agent: For your Massachusetts registered agent, you can list an individual state resident (like someone in your Massachusetts corporation) or a business that provides registered agent service (like Northwest). Tip: We recommend Northwest.
• Initial Directors and Officers: List the names of your Massachusetts corporation’s directors, president, treasurer and secretary. You’ll also need to include their business addresses if they’re different from the principal office address.
• Fiscal Year End: List the date your fiscal year ends. Tip: Most corporations work on a calendar year, which ends December 31st.
• Type of Business: Briefly describe what your Massachusetts corporation will do (for example “art restoration” or “janitorial services”).
• Principal Office: This street address is the official business address of your corporation. It’s where you’ll receive state mail (besides legal notifications, which go to your registered agent). Tip: Keep things simple with one address throughout your articles. When you hire Northwest as your registered agent, you can use our address for your principal office address.
• Location of Corporation Records: List the Massachusetts street address where corporate records will be kept. Tip: Most businesses list either their registered agent’s office or principal office.
• Massachusetts Incorporator: Your incorporator is the person you authorize to sign and submit your Articles of Incorporation. Incorporators must include their names and addresses. Incorporators don’t have to be directors, officers, or anyone in your corporation. Tip: We’ll be your incorporator when you hire Northwest to form your Massachusetts corporation.

Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.

Learn how to get an EIN for your corporation.

Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.

For more on Massachusetts Corporate Bylaws (including a free Massachusetts Corporate Bylaws template), see our Massachusetts Corporate Bylaws resource.

An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.

Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.

In Massachusetts, corporations file an annual report each year. In addition, the state has a corporate excise tax (a combination of a tax on state income and the greater of either personal property or net worth).