This article aims to explain how you can incorporate your business in the state of Massachusetts. The process is not complicated, and we are here to help. SunDoc Filings is a filing company that specializes in incorporations in Massachusetts. If you like, we can handle the filing of your incorporation paperwork — some or all — on your behalf.

Please note that this article should not be construed as any type of legal, accounting, or tax advice. Instead, it's always wise to speak with a licensed professional if you need specific assistance.

Overview

Filing your Articles of Incorporation is the core task when incorporating your business with the state of Massachusetts. The Articles of Incorporation will be filed with the MA Secretary of State. In order to file your Articles, there are several things you'll need. 

For starters, you have to know what type of corporation you will be creating, and you’ll need a name that is available for you to use according to state records. Additional information you'll need includes who your registered agent is and what your official corporate address will be. Remember that depending on the corporation type you choose, it's possible you need to list your number of shareholders, and you'll definitely need to state how many shares you will authorize your corporation to issue as well.

Outside of the filing itself, you'll need your Federal Tax ID Number (EIN) from the IRS. You'll need to know who your corporate officers are, and any directors. You'll need an initial Board of Directors meeting to adopt bylaws, which are not filed with the state but kept in your own records, and to appoint officers, who are not required to be listed in the articles of incorporation.

You must file your first Annual Report with the state, this is the document that lists officers and directors. Consult your accountant or tax attorney for advice on Massachusetts taxation.

Incorporating

When it comes to choosing the type of corporation you will have, you have three main choices. First, there is the General Stock Corporation, which offers you an unlimited number of potential shareholders. Next, you have the Close Corporation. This puts the limit on the number of shareholders you can have (with the Close Corporation, you can't have more than 35 shareholders). Finally, there is the rare Professional Corporation, which some professionals must create. Professional Corporations are mandated by the state of Massachusetts.

You'll need forms for incorporating your business, and these can be downloaded from the state. Downloadable forms meet all requirements for the Massachusetts Corporations Code. On the other hand, if you have unique needs, you might ask an attorney to create documents for you from scratch.

To illustrate: the default articles of incorporation limit the corporation to one class of shares. This can be changed in a custom document. Similarly, initial directors can be named in the articles if desired, provided that all directors are included and sign the document.

Every corporation must have 3 officers: President, Treasurer and Secretary. One person can fill all these roles if desired. Generally a Massachusetts corporation must have a minimum of three directors, except for certain cases where no shares have been issued or the shareholders are less than three. Typically the bylaws will describe the number and limit of directors, unless the articles stipulate this.

Your bylaws must be created according to relevant Massachusetts law. Within your bylaws, you will have information such as the powers of your directors and the methods in times of your corporate meetings. At all meetings, you must keep minutes.

If you need to change your bylaws or your Articles of Incorporation, you can do this, but there are certain steps will need to take. To change your bylaws, hold a formal meeting with all of your company directors and shareholders, then hold a vote. To change your Articles of Incorporation, filing amendments with Massachusetts state.

A Corporate Records Book is where a corporation stores bylaws, company documents, stock papers and meeting minutes. Corporate Kits are useful compilations of standard documents to run the corporation, customized to your state and including such things as stock certificates, a corporate seal embosser, meeting minutes and such. SunDoc can supply you one if you wish, see our Massachusetts Corporate Kit page.

Registered Agent

Like every other corporation in the state of Massachusetts, you need to have a registered agent. This person or company has to be available for communication from the state (usually for legal matters). This means that they need to have a reliable address that is known to the state and be around during business hours. SunDoc Filings can be your registered agent. You can learn more about the position of registered agent in our article, What is a Registered Agent? Why Do I Need One?

Name Search

Choosing a name is a big decision when it comes to incorporating your business in the state of Massachusetts. According to Secretary of State records, you need to choose a name that is actually available (no other corporation already uses it). Your name needs to follow other statutory requirements as well. For example, the name you choose cannot mislead the public in any way, neither can it resemble another business name so closely that it causes deception with the public. 

SunDoc can conduct name availability searches for you or reserve your corporation name, or you can run name searches on your own.

Remember that you should spend an adequate amount of time developing your corporate name as the process must comply with the law, and, of course, choosing the right name can greatly help your branding.

EIN

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

Next Steps

This article, C Corporation vs. S Corporation will provide you with information on the general differences between the two corporate tax structures.

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