How to Start a Corporation in Massachusetts
Bringing your business to life as a Massachusetts corporation is a very straightforward and popular option.
All it takes to officially establish your corporation is filing the Articles of Organization with the Massachusetts Secretary of the Commonwealth, creating corporate bylaws, and choosing your initial director.
We’ll show you how to start a corporation in Massachusetts yourself.
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Forming a Corporation in Massachusetts is Easy
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Step 1: Name Your Massachusetts Corporation
Step 2: Choose a Registered Agent
Step 3: Hold an Organizational Meeting
Step 4: File the Articles of Organization
Step 5: Get an EIN
For a look at corporation formation in every state, check out our other How to Start a Corporation guides.
Not sure if a corporation is right for you? Check out our LLC vs. Corporation guide to help you make your decision.
Step 1: Name Your Massachusetts Corporation
Choosing a business name is the first step in starting a corporation.
1. Massachusetts naming guidelines:
- Your name is required to include one of the following terms in order to indicate it is a corporation: “incorporated”, “company”, “corporation”, or “limited”.
- You cannot choose a name for your business that too closely resembles that of an existing company, including those that have reserved names.
- Your name will need to reflect the purpose outlined in the articles of organization of your corporation.
- You are prohibited from choosing a name that is misleading or communicates your business is involved in illegal activities.
- The name you select cannot be too similar to the fictitious names used by foreign corporations permitted to operate in Massachusetts.
Read the Massachusetts state statute regarding corporation naming guidelines for more information.
2. Is my corporation name available in Massachusetts?
Your Massachusetts corporation name must be unique and distinguishable from other business names in Massachusetts. You will need to check name availability by searching the business name database and reserved name database on the Massachusetts Secretary of State’s website.
3. Is the URL available?
Before registering your Massachusetts corporation, you’ll need to check if a good URL is available for your business name. It’s important to secure your URL right away.
Step 2: Choose a Massachusetts Registered Agent
You must appoint a Massachusetts resident agent, also known as a registered agent, when registering your corporation with the Secretary of the Commonwealth.
A registered agent is an individual or entity appointed to receive service of process, government correspondence, and compliance documents on behalf of a business.
Your registered agent can be an individual, business entity, or professional registered agent service. Any member of the corporation or individual can serve as your Massachusetts resident agent as long as the person:
- is 18 years or older
- has a physical address in the state where business activity is conducted
- is available (in person) during normal business hours
Recommended: Northwest offers one year of free registered agent services with their corporation formation package ($29 + State Fees).
Step 3: Hold an Organizational Meeting
Before you officially file the Articles of Organization in Step 4, you will need to hold an organizational meeting to complete the following tasks:
- Fill-out and execute the Articles of Organization
- Create and approve bylaws
- Select your initial director(s)
- Determine your share structure
- Execute an Incorporator’s Statement
Create and Approve Corporate Bylaws
Bylaws are the rules that determine how your organization will be governed and run. For detailed instructions on creating your bylaws, read our corporate bylaws guide.
Appoint Initial Directors
Your Massachusetts corporation’s organizational structure must include at least one initial director who will oversee your corporation until the first shareholders’ meeting, as well as:
- A president
- A treasurer
- A secretary
A corporate director is in charge of the adoption, amendment, and repeal of operational bylaws as well as the election, supervision, and removal of officers.
After forming the corporation, the incorporator(s) — or initial director(s), if named on the formation documents — should call an organizational meeting. During this initial meeting, either the incorporator(s) will elect the board of directors or the initial director(s) will appoint the officers.
Choose a Share Structure and Strategy
A share of stock is the unit of ownership of a corporation. Each share of stock represents a percentage of ownership of the company. For example, if a corporation issues one share of stock the shareholder (stock owner) would then own 100% of the corporation.
Shares can be structured into classes. Each class, termed a share class, holds different rights and privileges. You can have multiple classes and each class can hold any number of shares.
Authorized Shares: the number of shares the corporation is allowed to issue.
Issued Shares: the total number of shares actually issued to shareholders.
Share Class: a group of shares that has a unique set of rights and privileges.
In Massachusetts, the Articles of Organization form allows you to indicate if the corporation will issue more than one authorized share class.
Create and Execute an Incorporator’s Statement
The incorporator(s) should sign an Incorporator’s Statement with complete names and addresses of each initial director and store it in the corporate records book.
This document names the initial director(s) that will serve until the board of directors is elected during the first shareholder’s meeting. It should be stored with the rest of your corporate records.
Step 4: File the Massachusetts Articles of Organization
You will need to file the Massachusetts Articles of Organization to set up a corporation in Massachusetts. You can file it by mail, in person, or online with the Massachusetts Secretary of the Commonwealth. The filing cost is $275 for up to 275,000 authorized shares plus $100 for each additional 100,000 shares or any fraction thereof.
This document will cover the basics of your corporation, including:
- Corporate name, street address, and statement of purpose
- Corporate registered agent name and street address
- The number of authorized shares the corporation is allowed to issue
- Preferences, limitations, and relative rights of each share class
- Any restrictions on the transfer of shares of any class or series of stock
- The effective date of organization of the corporation
- Corporate officer and director name(s) and address(es)
- Incorporator(s) name(s), address(es), and signature(s)
File the Massachusetts Articles of Organization
Option 1: File Online With Massachusetts Corporate Online Filing
File Online- OR -
Option 2: File the Articles of Organization by Mail, by Fax, or In Person
Download FormFiling Cost: $275+
Filing Address:
Secretary of the Commonwealth
Corporations Division
McCormack Building
One Ashburton Place, 17th floor
Boston, MA 02108
Fax: (617) 624-3891
Note: Fax filings must include a Fax Voucher Coversheet
Step 5: Get an EIN for Your Massachusetts Corporation
An Employer Identification Number (EIN) is used by the federal government to identify a business entity. It is essentially a social security number for the company. An EIN is needed:
- To open a bank account for the company
- For federal and state tax purposes
- To hire employees
Get an EIN
Option 1: Request an EIN from the IRS
- OR -
Option 2: Apply for an EIN by Mail or Fax
Mail to:
Internal Revenue Service
Attn: EIN Operation
Cincinnati, OH 45999
Fax: (855) 641-6935
Fee: Free
Running Your Corporation
It is very important to adhere to the formalities of running a corporation. Read our How to Run a Corporation guide to learn more.
Taxes, Annual Reports, & Licensing
Massachusetts State Corporation Tax Requirements
Depending on the nature of your business, you may be required to register for one or more forms of state tax:
Massachusetts Sales Tax
If you’re selling a product, you’ll typically need to register for a seller's permit through the Massachusetts MassTaxConnect website. This allows a business to collect sales tax.
Massachusetts Employer Taxes
If you hire employees, you will need to register for Massachusetts employer taxes through the Massachusetts MassTaxConnect website. This includes Employee Withholding Tax, Unemployment Insurance Tax, and Disability Insurance.
Massachusetts Corporation Licenses and Permits
To operate your corporation in Massachusetts, you must comply with federal, state, and local government regulations. For example, restaurants likely need health permits, building permits, signage permits, etc.
Learn more in our Massachusetts Business License guide.
File the Massachusetts Corporate Annual Report
You must file the Massachusetts Corporate Annual Report each year within two and a half months from the end of your corporation’s tax year. You can file online, print and mail a pre-filled form, or mail in a completed hard-copy form. The filing fee is $125.
Corporate Dissolution & Massachusetts Good Standing
How to Get a Massachusetts Certificate of Good Standing
A Certificate of Good Standing verifies that your Massachusetts corporation was legally formed and has been properly maintained.
You can request a Certificate of Good Standing in Massachusetts by completing the Request for a Certificate of Good Standing form and mailing it to the Massachusetts Department of Revenue or by submitting the request online through the MassTax Connect website. Massachusetts also provides a video tutorial for online filing. The fee is $12.
Order a Certificate of Good Standing
Option 1: Request a Certificate Online
Request Online- OR -
Option 2: Request a Certificate by Mail
Download FormFee: $12
Mailing Address:
Massachusetts Department of Revenue
P.O. Box 7073
Boston, MA 02204
How to Dissolve a Corporation in Massachusetts
If at any point you would like to permanently stop doing business, or close your business, it is important to officially dissolve your corporation. Failure to do so in a timely fashion can result in tax liabilities, penalties, or even legal trouble.
There are five main steps to close your Massachusetts corporation:
- Stop doing business
- Hold a board meeting, vote on dissolution, and record the meeting in the corporation minutes
- File the Articles of Voluntary Dissolution with the Massachusetts Secretary of the Commonwealth
- Close your federal and state business tax accounts with the IRS and Massachusetts Department of Revenue
- Close your business bank accounts
File Dissolution Documents
There are two options for filing dissolution documents for a Massachusetts corporation: articles of dissolution for corporations that have not yet issued shares or commenced business, and articles of dissolution for corporations that have issued shares or commenced business.
Articles of Voluntary Dissolution of Corporation Which Has Not Issued Shares or Has Not Commenced Business
If your corporation has not yet issued shares or commenced business, you should file this Articles of Voluntary Dissolution form with the Massachusetts Secretary of the Commonwealth. You also may file online. The filing fee is $100.
Articles of Voluntary Dissolution
If your corporation already commenced business and issued shares, you should file this Articles of Voluntary Dissolution form with the Secretary of the Commonwealth. You also may file online. The filing fee is $100.
Is a Corporation Right For You?
An LLC provides limited liability protection without corporate complexity.
Find out if an LLC is the right structure for you.
Steps After Forming a Corporation
After forming a corporation, you’ll want to protect your personal and business assets and build credit.
Taking these steps will set your business up for success:
- Open a Business Bank Account
- Open a Business Credit Card
- Establish and Build Business Credit
- Get Insurance
- Protect Your Corporate Veil
Form a Corporation with Northwest for $29 Plus State Fees
Massachusetts Corporation FAQ
You can expect it to cost you upwards of $275 to get your Massachusetts corporation off the ground. This figure refers to the fee that will need to be paid in order to file your Articles of Incorporation.
Additionally, for every extra 100,000 authorized shares over 275,000, you will need to pay an additional $100 fee.
There are a number of key differences between LLCs and corporations you must be aware of, including those that relate to:
- Taxation
- Cost
- Structure
- Operational regulations.
In almost all of these regards, LLCs are better for small business owners. However, if you want to raise capital, corporations are the better choice as they are better tailored towards attracting silent partners.
For more information about this, see our What is Venture Capital Investing article.
You can expect to be able to officially establish your Massachusetts corporation over the course of a few days.
This is the amount of time it takes on average for the Secretary of the Commonwealth to process your Articles of Incorporation, which is the formation document that officially registers your corporation in Massachusetts.
On balance, it isn’t difficult. Having said that, it is easy to think of it as difficult simply because it requires more time, effort, and money to start in comparison to other business entities.
In reality, the process is very straightforward and only entails a few short steps.
For more information, we recommend having a look at our How to Start a Corporation in Massachusetts article.
While it is true that LLCs can be less time-consuming and more affordable to start than corporations, this is even more true when it comes to how they are managed and run.
Having said that, corporations do offer some advantages, including being preferred by private investors (e.g., as a result of having stock, distributing dividends, etc.).
See our LLC vs Corporation article for a more in-depth comparison of the two structures.