Form an S-Corp in Massachusetts
Everything you need to know about forming an S-Corp 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 complies with Massachusetts naming rules, including a required designator such as 'Corporation,' 'Corp.,' 'Incorporated,' or 'Inc.' Conduct a name availability search through the Massachusetts Secretary of the Commonwealth's online database to confirm the name is not already in use.
30 minutes
Appoint a Registered Agent
Designate a registered agent with a physical Massachusetts street address (P.O. boxes are not permitted) who will accept legal and official documents on behalf of the corporation. The registered agent can be an individual resident or a registered agent service authorized to do business in Massachusetts.
15 minutes
File Articles of Organization
File the Articles of Organization (Form PC or the standard corporation form) with the Massachusetts Secretary of the Commonwealth, Corporations Division, along with the $275 filing fee. Filing can be completed online via the CORES system, by mail, or in person at One Ashburton Place, Boston, MA 02108.
1-2 hours
Create Corporate Bylaws
Draft corporate bylaws that outline internal governance rules including shareholder rights, officer roles, meeting procedures, and voting requirements. While not filed with the state, bylaws are legally required for Massachusetts corporations and must be maintained at the principal business office.
2-4 hours
What's Next After Filing
Once your S-Corp is officially formed, you'll want to complete these important steps:
- •Hold an Organizational Meeting — Conduct an initial organizational meeting of the board of directors to adopt the bylaws, appoint officers, authorize the issuance of stock, and address other foundational corporate matters. Document the meeting with written minutes kept in the corporate records book.
- •Obtain EIN and Elect S-Corp Status — Apply for a Federal Employer Identification Number (EIN) from the IRS at no cost via IRS.gov. Then file IRS Form 2553 (Election by a Small Business Corporation) to elect S-Corporation tax status; this must be filed no later than 2 months and 15 days after the beginning of the tax year the election is to take effect. Massachusetts automatically conforms to the federal S-Corp election.
- •Register for State Taxes and Obtain Licenses — Register with the Massachusetts Department of Revenue (MassTaxConnect) for applicable state taxes, including withholding taxes if you have employees. Obtain any required local business licenses or permits from the city or town where the business operates, as requirements vary by municipality and industry.
Advantages
- ✓Pass-through taxation avoids federal double taxation, with corporate income and losses flowing directly to shareholders' personal tax returns
- ✓Shareholders who are active employees can reduce self-employment tax liability by splitting income between reasonable salary and distributions
- ✓Provides limited liability protection, shielding shareholders' personal assets from business debts and legal claims
- ✓Massachusetts automatically conforms to the federal S-Corp election, simplifying state-level compliance with no separate state S-Corp election required
Considerations
- •Strict IRS eligibility restrictions limit S-Corps to 100 shareholders, one class of stock, and only U.S. citizen or resident alien individuals as shareholders (no corporate or partnership shareholders)
- •Massachusetts still imposes a corporate excise tax with a minimum of $456 per year, meaning S-Corps are not entirely free of entity-level state tax obligations
- •Greater administrative burden than sole proprietorships or partnerships, including requirements for bylaws, annual reports, formal board meetings, and corporate minutes
Annual Obligations
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