Filing Packages Start at $79 (plus state fees)
For already prepared documents, skip to step 3
Step 1: Check Name Availability
Choose three corporate names in order of preference and we check for availability.
Step 2: Prepare or Upload your Articles
Our online form will walk you through all required information.
Step 3: Specify Service Level and Service Options
Select the appropriate filing package or choose from the a la carte options.
Routine: 4 - 5 Business Days
Rush: 2 - 3 Business Days
Email confirmation within one hour during normal business hours.
Your filing is now on its way!
If we receive your Massachusetts Articles of Incorporation by 12 p.m. PST M-F, your corporation will be submitted and could be active the same day. This means your company will be given the submission date as your file date. If you mail the document to the state, like many filing services do, it may take at least a month for proof of filing.
Your Post-Filing Responsibilities
- File a Statement of Information: After the Articles of Incoproation are filed, the Secretary of State requires that you file a Statement of Information. When we send you the certified copies of the Articles of Incorporation, we will include a statement of information form. If you want us to file it for you, simply add it to your order.
- Employer Identification Number: If you would like, we can obtain your EIN for your new company. Add it to your order and we will obtain the EIN within 24-48 hours.
- Massachusetts Corporate Kit: Our Kits include a custom binder, seal embosser, bylaws and meeting minutes, 20 Stock certificates, and more. You can order you kit at the time of filing or if you prefer, you can place the order individually at our Corporate Kit order page.
Add these optional services to your order at the time of filing:
- Certificate of Good Standing: You may need additional copies if you are going to qualify or register in other states. Most certificates are good for 90 days.
- Additional Certified Copy of Articles: You may need this in the future for banks, loans, or professional licensing requirements.
The SunDoc Filings Advantage
- We have filed thousands of documents since 1999
- All filings received by 12 p.m. PST are submitted same day
- Most filing companies mail in your filings
Massachusetts Corporate Formation Guidelines
The corporate name must contain with the word "Corporation," "Corp.," "Incorporated," "Inc.," "Limited," and "Ltd.” A corporate name found to be available may be reserved with the Secretary of State for a 60 day period for a filing fee of $30.
A specific purpose clause is not required.
AUTHORIZED SHARES AND MINIMUM PAID IN CAPITAL
The maximum number of authorized shares for the minimum incorporation fee is 275,000 shares. There is no minimum amount of paid in capital required to commence business.
Corporations retain the right to issue new shares of stock, which could dilute the ownership of existing stockholders. Existing shareholders often hold preemptive rights, which allow the shareholders to purchase these new shares of stock before they are made available to the public. Massachusetts preemptive rights are denied in absence of a specific grant.
There is not a statutory provision for cumulative voting.
RESIDENT AGENT AND REGISTERED OFFICE
The corporation must maintain a resident agent and office to receive service of process in Massachusetts.
The minimum number of directors is three (3), unless there are fewer than three (3) shareholders, then the number of directors may equal to, but not less than, the number of shareholders.
LIMITATION OF DIRECTORS' PERSONAL LIABILITY
The Articles of Incorporation may contain, within the limitations prescribed by the Business Corporation Law of Massachusetts, a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for the breach of fiduciary duty as a director.
Minimum number of incorporators is one (1) (18 years or more) and there is no requirement that the incorporator be a resident of Massachusetts.
Submit to the Secretary of the Commonwealth the printed original (official form - no photocopy allowed) of the Articles of Organization. The Secretary of the Commonwealth endorses his approval upon the Articles of Incorporation and returns a copy of the filed Articles.
The filing fee (minimum fee is $275), for the Articles of Organization is based on the aggregate authorized shares of the corporation at the following rate:
$275 for up to 275,000 shares and $100 for each additional 100,000 shares.
Massachusetts Corporate Frequently Asked Questions
Why choose SunDoc Filings?
SunDoc Filings can help you form a Massachusetts corporation with the Massachusetts Secretary of State on an expedited basis. To form a corporation in Massachusetts or form a Massachusetts subchapter S corporation, you must file the Massachusetts Articles of Incorporation with the Massachusetts Secretary of State. SunDoc Filings has been forming Massachusetts corporations since 1999 and knows the state’s requirements to handle your formation professionally and without delay. Let us make the Massachusetts incorporation process quick and painless for you by preparing and filing the Massachusetts Articles of Incorporation with the Massachusetts Secretary of State on your behalf.
How do I form a Massachusetts Corporation?
First, we check corporate name availability with the Massachusetts Secretary of State. Second, we prepare the Massachusetts Articles of Incorporation. Third, before we form the Massachusetts corporation, we verify that the Articles of Incorporation are free of errors. Fourth, we file the Articles of Incorporation with the Massachusetts Secretary of State. Fifth, when the Massachusetts Secretary of State files the Massachusetts Articles of Incorporation, we will return the filed document to you.
What are the advantages of forming a Massachusetts Corporation?
To begin with, there is the protection of the "corporate veil" that provides limited liability to the owners (shareholders). The shareholders are not personally liable for debts and obligations of the corporation. They can personally lose only to the extent of their investments in the Massachusetts corporation form purchasing stock. Since the Massachusetts corporation is an independent legal entity, the Massachusetts corporation has continuous existence. It does not cease to exist simply because one of the shareholders dies or retires. Corporations often have an easier time setting up insurance, retirement funds, profit-sharing, pension, and stock option plans than other business entities.
When you form an Massachusetts corporation, the owners (shareholders) are not personally liable for the debts and obligations of the Massachusetts corporation. Ownership in an Massachusetts corporation is more easily transferable than other business entities. Under most circumstances, shares of stock can be sold without restriction to a third party without having to obtain consent from the Massachusetts corporation itself.
How do I obtain an EIN or Employer Identification number or Tax Payer ID number for my Massachusetts Corporation?
After we form an Massachusetts corporation on your behalf, we offer supporting services. We can obtain an employer identification number (an EIN) for your Massachusetts corporation. An EIN is required to open a bank account, hire employees, and to start business credit for your Massachusetts corporation. If you purchase our Massachusetts premium package, EIN obtainment is included for your Massachusetts corporation.
How do I form a Massachusetts S Corporation?
It is important to understand that your Massachusetts S corporation starts as a general stock corporation (C corporation). To obtain or to form an Massachusetts S corporation, you must file for subchapter S status with the Internal Revenue Service (IRS). Forming an Massachusetts S corporation simply means the corporation is taxed like a partnership or LLC with a pass through tax structure. Make sure to check with your accountant or the IRS for limitations or read about Massachusetts C corporations below. By obtaining S corporation status in Massachusetts, it eliminates double taxation and the corporation generally does not file a tax return. On their tax return, the Massachusetts S corporation's shareholders include their share of the Massachusetts Corporation's separately stated items of income, deduction, loss, and credit, and their share of non-separately stated income or loss.
What are the advantages of a C Corporation in Massachusetts?
Generally most people form Massachusetts C corporations that plan on publicly trading the corporation's stock. Since Massachusetts S corporations cannot have more than 75 shareholders, choosing to maintain an Massachusetts C corporation allows for 76 shareholders or more. An Massachusetts C corporation can have multiple classes of stock such as preferred and common shares. An Massachusetts C corporation will be double taxed since both the corporate entity and the individual owners have to file tax returns. However, an Massachusetts S corporation can only be owned by individuals that are U.S. citizens or registered aliens, issue only one type of stock, and are limited to no more than 75 shareholders.
How do I obtain or prepare corporate bylaws for my Massachusetts Corporation?
If you purchase our premium package, Sun will prepare the initial bylaws (standard language) for your Massachusetts corporation and include meeting minutes (MS Word format) that you can prepare as needed.
What are the corporate bylaws and why are they so important for my Massachusetts corporation?
The corporate bylaws serve as a blueprint for your Massachusetts corporation The bylaws contain the rights, privileges, and powers of the officers, directors, and shareholders. Most Massachusetts bylaws contain the number of directors and their names. Massachusetts bylaws also contain the names of the officers for the titles: President, Vice-President, Secretary, and Treasurer/Chief Financial Officer (CFO).
Another important part of Massachusetts corporation bylaws is to create "rules" on how the Massachusetts corporation can open a bank account, take out loans, write checks, enter into contracts, obtain business credit, and issue stock certificates to its shareholders. Most Massachusetts bylaws will reference a list of shareholders in alphabetical order that includes Massachusetts shareholder's names, addresses, titles held with the Massachusetts corporation, and the amount of shares the shareholder owns in the Massachusetts corporation.
What is an Massachusetts corporate seal?
After the Massachusetts corporation prepares its bylaws or has Sun prepare the bylaws, the Massachusetts corporation will need a corporate seal. A corporate seal is a handheld device that imprints paper with the corporation's name, state of formation, and date the Massachusetts corporation was formed. Many banks and other lending institutes require Massachusetts corporations to possess and use a corporation seal on business documents or loan papers. All Massachusetts corporation kits that Sun sells contain a handheld corporate seal embosser.
What is a Massachusetts corporate kit?
The Massachusetts corporate kit is typically a hardbound binder that contains all of the Massachusetts corporation's important documents such as the Massachusetts Articles of Incorporation and bylaws. All the Massachusetts corporation kits that Sundoc sells include having the Massachusetts corporation's name hot stamped (professional imprint of the Massachusetts corporation's name) on the spine. Most Massachusetts corporation kits come with a slipcase to keep the binder safe. Some corporate kits are made with a slipcase built in. The choice is yours.
Another important part of an Massachusetts corporate kit is stock certificates. All of the Massachusetts corporate kits that Sundoc sells contain 20 custom stock certificates that include the Massachusetts corporation's name, the amount of shares, the par value the corporation is authorized to issue, and the title of President and Secretary below the signature lines. If you have already formed your Massachusetts corporation, you can order an Massahusetts corporate kit by placing the order individually at our Corporate/LLC Kit order page. We have a selection of high quality kits that come in array of styles and colors.
Now that you have formed your Massachusetts corporation, obtained your EIN from the IRS, decided upon whether to elect S corporation status or remain a C corporation, prepared the Massachusetts bylaws, issued shares of stock, and used your seal embosser, it is time to verify which local, city and county business licenses your company will need. The best place to start is your city hall or county recorder's office. Take the time to verify your areas business licensing requirements. For those of you who plan to run your Massachusetts corporation out of your home, check with your city or county to find out if a work at home permit is required. Once your licensing requirements are met, it is time to start operating your Massachusetts corporation