Massachusetts Incorporation Services
To start a corporation in Massachusetts, you must file Articles of Organization with the Corporations Division. You can file the document online or by mail. The Articles of Organization cost a minimum of $265 to file. Once filed with the state, this document formally creates your Massachusetts corporation. However, to actually ready the corporation to do business, you must complete several additional steps.
Starting a Massachusetts Corporation Guide:
Massachusetts Corporation Filing Options
Skip the state fees! Get a Massachusetts corporation and the best of our services today. Includes EIN, hassle-free maintenance, business address & mail forwarding, Privacy by Default®, local Corporate Guide® service, and everything you need to operate at full capacity.
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Sign up for a free account and use our online tools to start your Massachusetts corporation today. Includes Massachusetts incorporation and maintenance walkthrough and company document creation. All for free.
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Massachusetts Articles of Organization Requirements
To form a Massachusetts corporation, you must complete and file the Articles of Organization with the Corporations Division. See the document below and click on any number to see what information is required in the corresponding section.
Your name must include “Corporation,” “Incorporated,” “Company,” “Limited” or an abbreviation of one of these words. Tip: Most corporations keeps it short and sweet with “Corp” or “Inc.”
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.
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.
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.
When do you want your corporation to begin? If you skip this section, your business will start upon filing. If you’d like to push your start date off a bit (maybe to line up with the beginning of a tax period), you can list an effective date up to 90 days in the future. Tip: Most corporations skip this section.
This Massachusetts street address is where your registered agent will accept legal notifications for your business. Tip: Hire Northwest, and our address will go here.
You can list an individual Massachusetts resident (like yourself) or a business that offers registered agent service (like Northwest). Tip: If it’s not clear by now, we’re fans of Northwest.
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.
List the date your fiscal year ends. Tip: Most corporations work on a calendar year, which ends December 31st.
Briefly describe what your Massachusetts corporation will do (for example “art restoration” or “janitorial services”).
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.
List the Massachusetts street address where corporate records will be kept. Tip: Most businesses list either their registered agent’s office or principal office.
Your incorporator is the person you authorize to sign and submit your Articles of Organization. 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.
How much does it cost to start a Massachusetts corporation?
At least $265. Online filings are $265 and mailed filings are $275 for up to 275K shares. It’s an extra $100 for each additional 100K shares.
Hire Northwest to form your Massachusetts corporation and your total, out-the-door cost is $490 for up to 275K shares. The price includes state filing fees, a full year of registered agent service and all the forms you need to open a corporate bank account.
How long does it take to start a Massachusetts corporation?
1 day online, and 2-4 days by mail. Not only are mailed filings slower, but they also cost $10 more.
If you hire Northwest to start your corporation, we file online and typically have your Massachusetts corporation formed within the same business day.
Does a Massachusetts corporation need a registered agent?
Yes, you’re required to list your Massachusetts registered agent in your Articles of Organization. So who should you appoint? You could try to save a few bucks by appointing yourself or someone in your corporation. Don’t expect a lot of volunteers though—the job is more headache than you might anticipate. This is in part because the registered address you list is public record—and a prime target for data-sellers and spammers. Odds are, your address will end up on loads of lists and you’ll find yourself sorting through piles of junk mail. You’ll also have to be regularly available at the listed address during business hours in case a process server shows up. Missing legal notifications can end up costing much more than a registered agent fee.
A better option? Hire Northwest. Our address will go in your Articles (instead of yours). We’re in the business of being available—and of getting you your notices ASAP. We accept, scan and send notices the same day. We’re ready and waiting in the office so you can spend your time doing what you really want to do: running your business. Or kayaking in Rockport. The point is, your time will be yours to do what you want with.
Create Bylaws for Your Massachusetts Corporation
Do I need bylaws?
Absolutely. While your bylaws aren’t mandatory public filings like your Articles of Organization or Annual Reports, writing and adopting bylaws are crucial steps to organizing your Massachusetts corporation.
Why are corporate bylaws important?
Your public filings require fairly basic information about your corporation (mostly so the commonwealth can ensure you’re paying all your taxes and fees). Bylaws, however, are all about the specifics. Your bylaws are where you get to define how your corporation works internally. For your board of directors, your bylaws will explain who’s on the board, what the scope of their powers are, how long they’ll stay, how they’ll be replaced, and how many members it’ll take to vote on a resolution. You’ll also list the officers and their responsibilities. Essentially, the bylaws that you adopt will spell out exactly how your company will run and how much authority each person will have. Directors, officers, and shareholders will need this information—and so will lenders, investors and business partners.
How do I begin writing bylaws?
Writing bylaws is a serious endeavor, and it can be tough to figure out where to begin. That’s why Northwest gives you free corporate bylaws when you hire us to form your Massachusetts corporation. We’ll give you loads of other free corporate forms as well, from resolutions to meeting minute templates. We want to work with your business for years to come, so it’s important for us that you start off on the right foot. That’s why we’ve spent years refining and improving our docs. Check out the free corporate forms we provide to help corporations form and maintain their businesses.
Get an EIN for Your Massachusetts Corporation
Do I have to get a tax ID number (EIN)?
Yes, your Massachusetts corporation will need to obtain an EIN. Your EIN is a federal tax ID that the IRS uses to identify your business on federal filings. You’ll also need your EIN to register with the Department of Revenue for taxes. You may also need your tax ID for local licenses, permits, or even to open a corporate bank account. You can fill out an application directly with the IRS.
Or, you can skip the extra application and hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service.
Open a Bank Account for Your Massachusetts Corporation
To open a corporate bank account, you will need to bring the following to the bank:
- A copy of the Massachusetts corporation’s Articles of Organization
- The Massachusetts corporation’s bylaws
- The Massachusetts corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account that states that the person going to the bank is authorized by the business to open the account in the name of the corporation.
We recommend calling your bank ahead of time before going in and asking what their requirements are. Most banks don’t open corporate accounts nearly as frequently as personal accounts, so some bankers may be unfamiliar with their own bank’s requirements. As frustrating as that may be for you, calling ahead will help save you from being super annoyed when you walk into the bank.
Obtain a Business License
Does a Massachusetts corporation need a business license?
Massachusetts itself doesn’t require a general business license—but plenty of cities have licensing requirements. Typically, a city license is called a “Business Certificate” and is good for 4 years.
In Boston, you’ll shell out $65 for your certificate, and you’ll pay $50 for your certificate in many other major cities, including Worcester, Springfield, Lowell and Cambridge.
File Massachusetts Corporation Reports
What is a Massachusetts Annual Report?
Your Massachusetts Annual Report is a form you file each year to confirm or update your corporation’s ownership and contact information with the commonwealth. The filing fee is $109 online or $125 by mail. File late? Add on a $25 penalty.
At Northwest, we can help you stay in compliance (and avoid annoying late fees). When you hire us as your registered agent, we send you reminders to file your report. Or, for just $100 plus state fees, you can hire us to file your Annual Report for you.
How much does a corporation in Massachusetts cost each year?
A minimum of $109. This is the online filing fee for the state’s mandatory Annual Report.
Pay Corporate Taxes
What are the taxes for a Massachusetts corporation?
Instead of a regular corporate net income tax, Massachusetts has a corporate excise tax. Basically, this excise tax combines two taxes together: an 8% tax on state income AND a tax on the greater of either personal property or taxable net worth (at a rate of $2.60 per $1,000). There’s a minimum corporate excise tax of $456.
S corporations don’t owe the 8% of income, but they are subject to the other half of the corporate excise tax—$2.60 per $1,000 of either personal property or taxable net worth. Again, there’s a minimum tax of $456. S corps with over $6 million in gross receipts are also subject to gross receipts taxes of 1.93% to 2.9%.
The commonwealth’s sales tax is a flat 6.25%. Cities and counties can’t add on local sales taxes, so you’ll pay the same at that counter from New Bedford to Amherst.