Thousands of businesses have been right where you are now—deciding to incorporate and deciding to use LegalZoom. We provide a user-friendly service for you to incorporate online today in three easy steps. Protect your business and personal assets, share in the fringe benefits of a corporation, and lower your tax bill along the way. You're moving forward with your business, LegalZoom can help.
When incorporating in Massachusetts with LegalZoom, we not only file your articles of incorporation with the Massachusetts Secretary of State, but we also prepare customized bylaws and director resolutions. We can also obtain your Federal Tax ID Number (EIN) and provide other customized services for your Massachusetts corporation.
Massachusetts Incorporation Information
Incorporating in Massachusetts
Choosing a business name is one of the first steps in forming your Massachusetts Corporation. The name that you choose:
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check before filing to see which names are available.
- May not be the same as, or so similar that it is likely to be mistaken for, any other registered Massachusetts business entity and any reserved names on record, subject to certain exceptions under Massachusetts law
- May not state or imply that the Massachusetts corporation is organized for a purpose other than that stated in its articles of organization
In addition, the name must contain one of (or an abbreviation of) the following endings:
When incorporating in Massachusetts, articles of organization must be filed with the Secretary of the Commonwealth. Massachusetts law requires that certain information be included in your articles of organization. The following is a summary of those requirements:
- Minimum Number of Incorporators: One or more.
- Eligibility Requirements: None.
- Duties: Delivering articles of organization to the Secretary of the Commonwealth for filing.
- Listing Requirements - The name and address of each incorporator must be listed in the articles.
Massachusetts corporations can be formed for any lawful business activity
- Minimum Number of Directors: A board of directors shall consist of 1 or more individuals, with the number specified in or fixed in accordance with the articles of organization or bylaws, but if the corporation has more than 1 shareholder, the number of directors shall not be less than 3, except that whenever there shall be only 2 shareholders, the number of directors shall not be less than 2.
- Eligibility Requirements: None, except as listed in the articles or the bylaws.
- Listing Requirements: Not required in the articles.
The number of shares the corporation is authorized to issue and any required description of additional share classes or series.
Required Supplemental Information to be filed with the Articles:
- The name and street address of the initial registered agent;
- The names and addresses of the initial directors, president, treasurer and clerk of the corporation;
- The corporation's fiscal year; and
- Other required information by the secretary of the commonwealth, including (1) a brief description of the corporation's intended type of business or its SIC code, and (2) the federal tax identification number of the corporation.
Massachusetts permits additional provisions to be included in the articles of organization for corporations, such as:
- The purpose or purposes for which the corporation is organized;
- Provisions managing the business and regulating the affairs of the corporation;
- Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders or any class thereof;
- A par value for authorized shares or classes of shares;
- The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions;
- The voluntary dissolution of the corporation; or
- A provision eliminating or limiting the personal liability of a director to the corporation for monetary damages for breach of fiduciary duty as a director.
Bylaws govern a Massachusetts corporation's business and affairs. A corporation maintains its bylaws at its principal executive office and is not required to file them with the government. Massachusetts law requires that either the incorporators or board of directors adopt initial bylaws for the corporation.
Officers may be appointed by the board of directors if not already listed in the bylaws, and duly appointed officers may appoint other officers if authorized by the board or the bylaws. Every corporation must have a president, a treasurer and a secretary (called a "clerk" in Massachusetts). The clerk or assistant clerk has the responsibility of preparing minutes of director and shareholder meetings and for authenticating corporate records. Any two or more officers may be held by the same person.
Every Massachusetts corporation must have a registered agent in Massachusetts -- the person or office designated to receive official commonwealth correspondence and notice if the corporation is "served" with a lawsuit.
Eligibility Requirements - The registered agent must be either: (1) an individual who may be the secretary or officer of another corporation and whose business office is the registered office of the corporation or (2) a corporation authorized to do business in this commonwealth, having a business office identical with the registered office.
Massachusetts requires that every corporation maintain a registered office, which may be the same as any of its places of business.
Under Massachusetts law, a professional corporation is formed in order to render services within a single, commonwealth-licensed profession. Professional corporations generally may not engage in any other non-ancillary business, and must comply with particular conventions in its choice of corporate name.
A report must be filed with the Massachusetts Secretary of the Commonwealth every year within 2: months after the end of the corporation's fiscal year. This report must indicate:
- The corporation's name and the state or country of incorporation;
- The address of its registered office and the name of its registered agent at that office in the commonwealth;
- The address of its principal office;
- The names and business addresses of its directors, officers and chief executive officer and chief financial office, if different;
- A brief description of any change in the nature of business;
- The total number of authorized, issued and outstanding shares, itemized by class and series, if any, within each class; and
- Any change in the fiscal year of the corporation.
The board must send an annual report to all shareholders no later than 120 days after the close of the fiscal year. The annual report describes the financial position of the corporation for the fiscal year, as well as any statements of cash flows prepared by the corporation.
The corporation must also send out a report of condition to the secretary of the commonwealth within four months after the close of the fiscal year (but not before the date fixed in its bylaws for the annual meeting). This report must contain the following information:
Income Tax Rate: For information on the Massachusetts income tax rate, visit: http://www.dls.state.ma.us/
- The corporation name;
- The street address of the corporation's principal office;
- Particular stock information including the total amount of the corporation's authorized stock and its par value; and
- The names and addresses of all the directors and officers of the corporation, and the date at which the term of office of each expires.
S Corporations: S corporation status is recognized by the Commonwealth of Massachusetts.