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Start a Corporation in Massachusetts

Use our free business tools below to complete your Massachusetts Articles of Incorporation. This is the document you file directly with the Massachusetts Secretary of the Commonwealth to form your corporation.

If you want more, hire us to form your corporation in Massachusetts for just $39 + state fees. We’ll get your business stood up in minutes with a free domain, website, email, business phone, and more.

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How to Start a Corporation in Massachusetts

A Massachusetts corporation is a business with a legal existence separate from its owners. If properly maintained, a corporation can conduct business in its own name and has many of the rights and obligations of a natural person, including the ability to enter into contracts, sue and be sued, hold assets, and pay taxes in its own name.

To start a corporation in Massachusetts, you need to do three things: choose a name for your business, appoint a registered agent, and file Articles of Incorporation with the state. You can file this document online, by fax or by mail. The articles cost a minimum of $275 to file. Once filed with the state, this document formally creates your Massachusetts corporation.

 

1. Name Your Corporation

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.

Can I reserve a business name in Massachusetts?

Yes. All you need to do is file an Application of Reservation of Name with a $30 fee to reserve usage of your corporation’s name for 60 days. At the end of your 60 days, you can pay an additional $30 to extend the reservation for another 60 days.

What's the difference between my corporation's name and a trade name?

When you filed your Articles of Incorporation, you wrote down your corporation’s name. This is the legal name of your business. It can also be the front-facing name of your business, but it doesn’t have to be. A trade name is the name that customers and clients know your business by. Sometimes called a “doing business as” name or a DBA. DBAs allow business owners to operate under more than one business name without forming a separate corporation or each venture.

Massachusetts offers no state-wide DBA registration. Instead, DBAs are registered with your local municipality. This means that if your corporation operates in multiple cities, and you want a DBA, you’ll need to register the DBA in each of those cities. You’ll need to not only check the name availability of the DBA in each city, but you’ll need to file the required forms and pay any associated fees.

Thinking about using a trade name? Learn How to Get a Massachusetts DBA.

2. Designate a Registered Agent

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.

What does a registered agent do?

As outlined in M.G.L. ch:156D § 5.01, the state of Massachusetts requires that your Massachusetts registered agent do the following:

  • Have a physical address (PO boxes and virtual offices are prohibited) in Massachusetts.
  • Keep regular business hours (9am to 5pm).
  • Accept legal mail and correspondence from the state on behalf of your business and get them to you fast.

Can I be my own registered agent in Massachusetts?

You definitely can, but the question is, should you? If you act as your own registered agent, your information goes on all your corporate documents. This means spammers, scammers, and robocallers will have the opportunity to bother you night and day. Who wants that? When you hire a registered agent, their information goes on all public documents, which means your information stays protected with you. Plus, you’ll have the peace of mind that comes from knowing that if you’re on vacation and get served legal documents, your registered agent has you covered.

Can I change my registered agent after I start my corporation?

To change your registered agent in Massachusetts, just file a Statement of Change of Resident Agent/Resident Office with the Massachusetts Secretary of the Commonwealth (SOC). The Massachusetts Statement of Change must be submitted by mail, in person, or fax. It costs $25 to file, however there is no fee if you file online.

3. Submit Articles of Incorporation

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.

How can I keep my personal information off the public record?

Private information has never been easier to come by. Hiring a professional registered agent is your best bet to keep your name, phone number, and address off this form and off the public record. A good registered agent will let you use their name in place of your own across this form.

How do I file Massachusetts' Articles of Incorporation?

You can file online, by mail, by fax, or in-person. If you file online, the state will process your filing around 2 business days after they receive it. If you file by mail, it can take up to 2 weeks after the state receives it. Once filed, your Articles of Incorporation formally creates your Massachusetts corporation.

Mail or in person:
Secretary of the Commonwealth
One Ashburton Place
Boston, Massachusetts 02108-1512,

By Fax:
617-624-3891, must create own Fax Voucher Coversheet

Online:
Corporations Online Filing System

Start Your Massachusetts Corporation Today!

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4. Get an EIN

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.

Why does my Massachusetts corporation need an EIN?

The IRS requires corporations to get an EIN for their federal tax filings, and the Massachusetts Department of Revenue requires an EIN for their business registration. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.

How do I get an EIN for my corporation?

You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service.

5. File the Beneficial Ownership Information Report

Beginning January 2024, most US corporations will be required to file a Beneficial Ownership Information (BOI) Report with the Financial Crimes Enforcement Network (FinCEN). On this report, you’ll need to provide some information about your corporation, its beneficial owners, and (for new corporations) the company applicant.

A Beneficial Owner is defined as anyone with at least a 25% ownership stake in your company. This also includes anyone with significant control over company operations, such as your CEO, CFO, or General Counsel.

A Company Applicant is the individual who filed your Articles of Incorporation with the Massachusetts Secretary of the Commonwealth. It is important to note that corporations formed prior to 2024 are not required to include company applicant information.

You can file the BOI Report online via FinCEN’s E-filing system or hire us to handle it for you for $9.

What's the deadline for filing the BOI Report?

The deadline to file your BOI Report depends on when you incorporated:

  • Companies formed before 2024—January 1, 2025.
  • Companies formed in 2024—Within 90 days of incorporation.
  • Companies formed in 2025 or later—Within 30 days of incorporation.

What information is required on the BOI Report?

You’ll need to include identifying information for each beneficial owner and (for corporations formed in 2024 or later) your company applicant. You’ll also need to provide some information about the corporation itself.

Beneficial owner and company applicant information:

  • Full legal name
  • Birth date
  • Residential or business street address
  • Personal identification document (such as a driver’s license or passport), including the ID number

Company information:

  • Legal business name
  • Any DBAs or assumed business names
  • Physical business address
  • State of incorporation
  • Employer Identification Number (EIN)

Does the BOI Report need to be updated?

Only if your corporate information changes. For example, if your corporation changes owners or gets a new CEO, you’ll need to update your BOI Report. The good news is you can update it online for free! However, you only have 30 days after the change occurs to update the report.

Does information on the BOI Report go on the public record?

No. Unlike the information on your Massachusetts Articles of Incorporation, the BOI Report isn’t public record. The information on this report will only be accessible to government agencies, law enforcement, and financial institutions that need to confirm customer identity.

Are there any exemptions from the BOI Report?

Yes, there are 23 classes of exemption from the BOI Report. Exemptions include (but aren’t limited to):

  • Large operating companies
  • Most financial companies, such as banks and credit unions
  • Investment companies registered with the Securities and Exchange Commission (SEC)
  • Insurance companies registered with a state or federal agency
  • Public utilities companies registered with a state or federal agency
  • Tax-exempt entities

6. Write Corporate Bylaws

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.

Do I need bylaws for my Massachusetts corporation?

Yes. M.G.L. ch:156d § 2.06 (2019) notes that initial bylaws shall be adopted either by the incorporators or board of directors of a corporation.

You don’t have to submit bylaws to the state though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.

What should bylaws include?

Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:

  • Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?

  • Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?

  • Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?

  • Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?

  • Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?

  • Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?

Massachusetts bylaws can make other provisions as well, assuming additions are in accordance with state law. For example, M.G.L. ch:156d § 16.02 (2019) states that Massachusetts bylaws can not abolish or limit a shareholder’s right of inspection regarding corporate records.

How do I write bylaws?

Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your Massachusetts corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.

7. Hold an Organizational Meeting

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.

Are there any special rules for Massachusetts organizational meetings?

The actions that are normally taken during an organizational meeting can be done without one, if written consents describing the action taken are signed by each incorporator. The meeting doesn’t have to be held in Massachusetts.

8. Open a Corporate Bank Account

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.

How do I open a bank account for my Massachusetts corporation?

To open a corporate bank account in Massachusetts, you’ll need to bring the following with you to the bank:

  • A copy of the Massachusetts corporation’s Articles of Incorporation

  • The corporation’s bylaws

  • The 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. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.

9. File Massachusetts Reports and Taxes

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).

What is the Massachusetts Annual Report?

The Massachusetts Annual Report is a filing you must submit each year. You provide updated names and addresses for the board of directors, officers, and registered agent. Plus, you update information about the corporation’s principal address and stock, along with a brief statement of purpose.

How much is the Massachusetts Annual Report?

A minimum of $110. The annual report has a flat fee of $100 to file online, but you’ll also need to pay a $10 expedite fee. The fee to file by mail is $125. If you file after the due date, a late fee of $25 will be added.

When is the Massachusetts Annual Report due?

The filing is due within two and a half months after the end of your corporation’s fiscal year. If your fiscal year ends on December 31, the Massachusetts Annual Report will be due on March 15.

These filings can be easy to forget—which is why we send our clients automatic reminders. Or better yet, let us file for you. With our business renewal service, we can complete and submit your annual report for you for $100 plus the state fee.

What should I know about Massachusetts corporate taxes?

The most important tax for Massachusetts corporations is the state’s corporate excise tax. This excise tax combines two taxes together: an 8% tax on state income, plus a tax on the greater of either personal property or taxable net worth (at a rate of $2.60 per $1,000). The minimum amount that can be owed for corporate excise tax is $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, with a minimum tax of $456). S corps with over $6 million in gross receipts are also subject to gross receipts taxes of 2% to 4%.

The Massachusetts sales tax is 6.25%. The commonwealth doesn’t have city or county sales taxes, with the exception of a 0.75% tax on certain meals and lodging, which towns and cities have the option of implementing.

Do corporations have to register with the Massachusetts Department of Revenue?

Yes, if you conduct business in the Commonwealth of Massachusetts, you’re required to register with the Massachusetts Department of Revenue. You can register via MassTaxConnect. You’ll need your EIN before you can register.

Ready to Start a Corporation in Massachusetts?