Everything You Need to Know About MA Corporations:
Massachusetts Incorporation Options
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How to Incorporate in Massachusetts
To start a corporation in Massachusetts, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Organization with the Corporations Division of the Secretary of the Commonwealth’s office. You can file this document online, by fax or by mail. The articles cost a minimum of $265 to file. Once filed with the state, this document formally creates your Massachusetts corporation.
Per MA Gen L ch 156d § 5.01 (2019), every Massachusetts corporation must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
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 can also file an Application of Reservation of Name with a $30 fee to reserve usage of your corporation’s name for 60 days.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your Massachusetts Articles of Organization. Follow along with our filing instructions below:
Filing the Massachusetts Articles of Organization
Learn more about each Articles of Organization 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.
1. 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.”
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.
3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. Fiscal Year End
List the date your fiscal year ends. Tip: Most corporations work on a calendar year, which ends December 31st.
11. Type of Business
Briefly describe what your Massachusetts corporation will do (for example “art restoration” or “janitorial services”).
12. 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.
13. Location of Corporate 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.
14. Massachusetts Incorporator
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.
Why Have a Registered Agent Form Your MA Corporation?
Professionals in Massachusetts hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our office is in Pittsfield, MA. We’re on a first name basis with the people who work in the Corporations Division.
As your registered agent, we list our Pittsfield registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Boston, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding & Business Address
At Northwest, we do everything a registered agent should do and more. You can list our address as your business address on your state filings. We include limited digital mail forwarding with registered agent service (up to 5 pieces of regular mail per year; $15 a doc after that).
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in Massachusetts. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My MA Corporation Is Formed?
After your Massachusetts Articles of Organization are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
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.
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.
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. Massachusetts Gen 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, MA Gen 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.
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.
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 Organization
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.
File Massachusetts Reports & 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.
Massachusetts Corporation FAQs
How can I submit the Massachusetts Articles of Organization?
You can file Massachusetts articles online, by fax, by mail or in person. When filing by fax (617-624-3891), include a Fax Voucher Coversheet. Mailed or in-person filings must be submitted to the following address:
Secretary of the Commonwealth
One Ashburton Place, Room 1717
Boston MA 02108-1512
How much does it cost to start a Massachusetts corporation?
At least $265. The base filing fee is $250 when filing online or by fax, but Massachusetts applies a $15 expedite fee for such filings. When filing by mail or in person, the fee is $275. If your business will incorporate with more than 275,000 shares, a $100 fee will be charged for units of up to 100,000 additional shares – so, for example, a corporation filing with 325,000 shares would be charged the $100 fee on top of regular filing fees, while one with 550,000 shares would have a $300 fee plus the ordinary filing fees.
Hire us for a one-time fee of $490, including the state filing fees, a year of registered agent service, a business address and more.
How long does it take to start a Massachusetts corporation?
It takes less than a day to form a corporation in Massachusetts when filing online. Processing by mail can take 2 to 4 days.
Does a Massachusetts corporation need a business license?
There’s no general, statewide business license required in Massachusetts, but some cities and counties have local rules for licenses, frequently called “business certificates.” Prices and specifics may vary: for example, Boston charges $65 for a four-year business certificate, while in Worcester, the fee is only $50.
For some license applications you may need an EIN or a certified copy of your Articles of Organization. At Northwest, we can streamline the process and get these for you—simply add on these items during checkout.
What is a foreign Massachusetts corporation?
A corporation formed outside of Massachusetts—but which conducts business in the state—is considered a foreign Massachusetts corporation. For example, if you incorporated in Rhode Island but decide to open a storefront in Massachusetts, you would be a foreign Massachusetts corporation. This also means you would need to register with the state by filing a Foreign Corporation Certificate of Registration with the Massachusetts Secretary of the Commonwealth. Foreign corporations are required to file the Massachusetts Annual Report each year as well.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. Note that incorporating a Massachusetts nonprofit requires a different form, and has a significantly lower $35 filing fee as well. Massachusetts nonprofits must also file an annual report each year ($15).
How can I get a Massachusetts phone number for my corporation?
It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.
How to Order Massachusetts Incorporation Service
Our Massachusetts incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We’ll form your Massachusetts corporation for $490 total and include one year of registered agent service, a secure online account filled with business maintenance tools and all the state forms you’ll need, and the lifetime support of our expert Corporate Guides. Just choose Hire Us below, answer a few easy questions about your business, and submit your payment.
Next, we’ll prepare and submit your Massachusetts Articles of Organization to the Secretary of the Commonwealth, Corporations Division. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the Massachusetts Corporations Division has approved your filing, we notify you that your Massachusetts corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.