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Massachusetts Corporation Service We’re Just Not Annoying®

How to Start a Corporation in Massachusetts

To start a Massachusetts corporation, you must file Articles of Organization with the Corporations Division and pay a $265 minimum filing fee. While this filing creates your business, it’s really just the first step to launching your Massachusetts corporation. The complete steps to incorporating in Massachusetts are as follows:

  1. File Massachusetts Articles of Organization
  2. Pay the Corporations Division of the Secretary of the Commonwealth a minimum of $265
  3. Print your approved Articles of Organization
  4. Get a federal tax ID (EIN) for the corporation
  5. Create Massachusetts corporate bylaws
  6. Take these documents to the bank and get a Massachusetts corporate bank account
  7. Register your corporation with the Massachusetts Department of Revenue
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Massachusetts Articles of Organization free download. When you're done filling out the form, submit it to your state.

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Documents & Forms

How to File Massachusetts Articles of Organization

To form a Massachusetts corporation, you file the Articles of Organization in the following steps:
Step 1 Choose a name and purpose for your new corporation
Step 2 Decide how many shares to authorize, their par value, and any other key specifications
Step 3 Decide when you’d like your corporation to begin
Step 4 Decide if you want to hire a registered agent service to minimize public disclosures
Step 5 Choose directors and officers for your corporation
Step 6 Describe your business activities and choose a fiscal year end date
Step 7 Decide what address you’d like to list publicly and where corporate records will be held
Step 8 Choose an incorporator to sign and submit your Articles
Step 9 File online and pay with a credit card (fastest) or mail your typed Articles to the Secretary of the Commonwealth at One Ashburton Place, Boston MA 02108-1512 with a check or money order

How Long Does it Take to Start a Massachusetts Corporation?

1-2

Fastest 1-2 Days

File your Articles online yourself and receive your approval in a day or two.

1-2

Almost Fastest (and some might say better) 1-2 Days

Avoid the headache of filing yourself and hire Northwest to file your Articles online for you. Just answer a few brief questions, sit back, and let our Corporate Guides file everything correctly the first time.

2-4

Slowest and Most Expensive 2-4 Days

Want to pay more just to wait longer? Print and mail your Articles. The fee is $10 more and you’ll have to wait for someone to manually enter all your information into the system to process.

What is the Cost of 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 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.

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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.

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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.

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Is a Registered Agent Required for a Massachusetts Corporation?

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.

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Massachusetts Corporation Versus Massachusetts LLC:

Filing fees for a Massachusetts corporation are MUCH lower than fees for an LLC. Starting an LLC costs $500—much more than the $275 most corporations pay. LLCs also shell out over $400 a year MORE in Annual Report fees. On the flip side, corporations (including S corporations) have to pay a minimum corporate excise tax of $456 each year. So in the end, overall costs can often be closer than they first appear.

Either entity is going to be somewhat pricey in Massachusetts—but cost isn’t the only factor to consider. Corporations and LLCs also operate a bit differently. Corporations are often popular for large businesses or those that hope to scale quickly. Their familiar, formal structure can make it easier to manage lots of people and divisions. The flexibility of stock can also make it easier to attract investors and raise capital. LLCs are more common for small businesses that value simplicity. Considering an LLC? Here’s information on starting an LLC in Massachusetts.

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Do I Need a Tax ID Number (EIN) for a Massachusetts Corporation?

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.

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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.

Does a Massachusetts Corporation 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.

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.

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.

Massachusetts Corporation Articles of Organization Requirements

Business Name

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.”

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.

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 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.

Registered Office

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.

Registered Agent

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.

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 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.

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.

Corporate Compliance
by Local Corporate Guides®