Form a Corporation in Massachusetts
Everything you need to know about forming a Corporation in Massachusetts. Filing fees, requirements, timeline, and step-by-step guidance.
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How to File
Choose a Corporate Name
Select a unique name that includes a corporate designator such as 'Corporation,' 'Incorporated,' 'Company,' 'Corp.,' or 'Inc.' Search the Massachusetts Corporations Division name database to confirm availability before filing.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in Massachusetts who is available during regular business hours to receive legal documents and official correspondence on behalf of the corporation.
15 minutes
Select Directors and Officers
Massachusetts corporations must have at least one director and must designate a President, Treasurer, Secretary, and any other officers as required by the bylaws. A single individual may hold multiple officer positions.
1 hour
File Articles of Organization
Submit the Articles of Organization (Form CORP CD 1) to the Massachusetts Secretary of the Commonwealth Corporations Division online, by mail, or in person, along with the $275 filing fee. The filing must include the corporation's name, purpose, authorized shares, par value, registered agent, and initial directors and officers.
1-2 hours
What's Next After Filing
Once your Corporation is officially formed, you'll want to complete these important steps:
- •Adopt Corporate Bylaws — Draft and adopt corporate bylaws at the organizational meeting, which govern the internal management of the corporation including procedures for meetings, voting, officer duties, and stock issuance. Bylaws are not filed with the state but must be maintained at the principal office.
- •Hold Organizational Meeting and Issue Stock — Conduct the initial organizational meeting of the board of directors to formally adopt bylaws, elect officers, authorize issuance of stock, and complete other initial corporate formalities. Issue stock certificates to initial shareholders and maintain a stock ledger.
- •Obtain EIN and Fulfill Tax and Licensing Requirements — Obtain a Federal Employer Identification Number (EIN) from the IRS, register with the Massachusetts Department of Revenue for state taxes, and obtain any required local business licenses or permits. If electing S-Corp status, file IRS Form 2553 within the required timeframe.
Advantages
- ✓Strong liability protection that separates personal assets from corporate debts and obligations, shielding shareholders from business liabilities
- ✓Easier access to capital through the issuance of multiple classes of stock and the ability to attract venture capital or go public via an IPO
- ✓Perpetual existence that allows the corporation to continue regardless of changes in ownership or the death of shareholders
- ✓Potential tax advantages through employee benefits, deductible business expenses, and the option to elect S-Corp pass-through taxation to avoid double taxation
Considerations
- •More complex and costly to form and maintain than LLCs or sole proprietorships, requiring formal governance structures, meeting minutes, and strict recordkeeping
- •Subject to double taxation at the federal level as a C-Corp, where corporate profits are taxed and then dividends distributed to shareholders are taxed again on personal returns
- •Higher ongoing compliance costs in Massachusetts including mandatory annual reports, minimum corporate excise taxes, and potential need for professional legal and accounting services
Annual Obligations
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