To form a corporation in Massachusetts, you need to take the steps set forth below. You can also use Nolo's Online Corporation service, which will form a corporation for you with everything you need.
Your corporation's name must include either the word "Incorporation," "Incorporated," "Company," or "Limited" (or an abbreviation thereof) at its end.
Your corporation's name must be recognizably different from the names of other business entities already on file with the Secretary of the Commonwealth Corporations Division. Names may be checked for availability by searching the Massachusetts business name database and the Name Reservations database. You may reserve a name for 60 days by filing an Application for Reservation of Name. The filing fee is $30. The reservation can be extended by an additional 60 days by paying an additional $30 fee before the initial 60 day period expires. The application must be filed by mail with the Secretary of The Commonwealth Corporations Division.
Your corporation is legally created by filing Articles of Organization with the Secretary of the Commonwealth Corporations Division. The articles must include: the corporation's name; its purpose; the number of shares the corporation is authorized to issue and their par value; the classes of shares and minimum consideration; any restrictions on transfers of shares; the effective date; the name and street address of the initial registered agent for service of process; the names and addresses of initial directors, president, treasurer and secretary of the corporation; the fiscal year end; the type of business; the street address of the corporation's principal office; and the street address in the state where corporate records will be kept.
The articles may be filed online or by mail. The filing fee is $275 for up to 275,000 shares plus $100 for each additional 100,000 shares or any fraction thereof.
Every Massachusetts corporation must have an agent for service of process in the state. This is an individual or corporation that agrees to accept legal papers on the corporation's behalf if it is sued. A registered agent may be an individual who resides in Massachusetts, or a domestic or foreign corporation authorized to do business in Massachusetts. The agent should agree to accept service of process on your corporation's behalf prior to designation.
Bylaws are an internal corporate document that set out the basic ground rules for operating your corporation. They are not filed with the state. Your corporation is not legally required to have corporate bylaws, but you should adopt them because they (1) establish your corporation's operating rules, and (2) help show banks, creditors, the IRS, and others that your corporation is legitimate. For corporate bylaw forms, see Nolo's website or Incorporate Your Business, by Anthony Mancuso (Nolo). Corporate kits also typically contain sample bylaws.
The incorporator—the person who signed the articles—must appoint the initial corporate directors who will serve on the board until the first annual meeting of shareholders (when the board members who will serve for the next term are elected by the shareholders). The incorporator must fill in an "Incorporator's Statement" showing the names and addresses of the initial directors. The incorporator must sign the statement and place a copy in the corporate records book. The statement need not be filed with the state. For a sample Incorporator's Statement, see Incorporate Your Business, by Anthony Mancuso (Nolo).
At the first board meeting, the directors appoint corporate officers, adopt bylaws, select a corporate bank, set the corporation's fiscal year, authorize issuance of shares of stock, and adopt an official stock certificate form and corporate seal. Share issuances by small privately held corporations are usually exempt from federal and state securities laws--see the Nolo Corporations FAQ.
Record the directors' actions in corporate minutes prepared by the incorporator or any of the directors. For corporate meeting minute forms, see Nolo's website or refer to Incorporate Your Business, by Anthony Mancuso (Nolo).
Every corporation authorized to transact business in the commonwealth must file an annual report with the Corporations Division within two and one half (2 1/2) months after the close of the corporation's fiscal year end. The report can be filed online, or by mail. The filing fee is $125.
Your corporation must obtain a federal employer identification number (EIN). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.