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 required designator such as 'Corporation,' 'Incorporated,' 'Company,' or an abbreviation (Corp., Inc., Co.). Verify availability using the Massachusetts Secretary of the Commonwealth's online name search database.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical street address in Massachusetts to receive legal and government correspondence on behalf of the corporation. The agent can be an individual resident or a qualified registered agent service.
15 minutes
File Articles of Organization
Submit the Articles of Organization (Form CORP-1) to the Massachusetts Secretary of the Commonwealth's Corporations Division online, by mail, or in person, along with the $275 filing fee. The form requires the corporate name, purpose, authorized shares, registered agent, and officer/director information.
1-2 hours
Appoint Directors and Hold Organizational Meeting
After filing, the initial directors named in the Articles must hold an organizational meeting to elect officers, adopt bylaws, authorize the issuance of stock, and address other initial corporate matters. Document all actions with formal meeting minutes.
2-3 hours
What's Next After Filing
Once your Corporation is officially formed, you'll want to complete these important steps:
- •Draft and Adopt Corporate Bylaws — Create corporate bylaws that govern the internal operations of the corporation, including rules for shareholder meetings, board of directors procedures, officer roles, and voting rights. Bylaws are not filed with the state but must be kept at the principal office.
- •Obtain EIN and Register for State Taxes — Apply for a federal Employer Identification Number (EIN) from the IRS at no cost, then register with the Massachusetts Department of Revenue (MassTaxConnect) for applicable state taxes including corporate excise tax, sales tax, and employer withholding if applicable.
- •Obtain Required Licenses and Permits — Secure any necessary federal, state, and local business licenses or permits based on your industry and municipality. Massachusetts requires certain professions to obtain specific state licenses through the Division of Professional Licensure or other regulatory agencies.
Advantages
- ✓Provides the strongest personal liability protection, shielding shareholders from corporate debts and legal obligations
- ✓Ability to raise capital by issuing multiple classes of stock and attracting venture capital or institutional investors
- ✓Established, well-recognized legal structure with clear governance rules under Massachusetts General Laws Chapter 156D
- ✓Perpetual existence regardless of changes in ownership or death of shareholders, ensuring business continuity
- ✓Potential tax advantages through employee benefit deductions, retirement plans, and fringe benefits deductible as business expenses
Considerations
- •Subject to double taxation on profits at the federal corporate level (21%) and again when dividends are distributed to shareholders (unless S-Corp election is made)
- •More complex and costly to maintain than an LLC, requiring strict adherence to formalities such as annual meetings, recorded minutes, and bylaws
- •Higher administrative burden with more regulatory requirements, including mandatory annual reports, corporate excise tax filings, and detailed recordkeeping
- •Massachusetts corporate excise tax minimum of $456 per year applies even if the corporation has no income or operates at a loss
Annual Obligations
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