Filing a Massachusetts Corporation
Forming a Massachusetts Corporation could be beneficial to business owners. The entity offers numerous tax benefits and can help owners gain credibility from customers and other companies. However, the administrative process can be tedious. Owners must be diligent when forming their Massachusetts Corporation.
Steps When Filing
Choose A Name
The first thing that those looking to form a business must do is choose a name for their entity. Massachusetts requires businesses to include an indicator in their name. In this case, owners will want to add something like, “Corporation,” “Incorporated,” “Company,” “Limited,” or any abbreviation, such as “Inc.” Additionally, owners will also want to make sure that the name they choose is unique. Massachusetts does not allow two companies to share a name. To ensure the chosen name is unique, be sure to use the DoMyLLC Name Availability Check Page.
Choose An Agent For Service Of Process
After selecting a name, owners will then need to hire a registered agent. The registered agent is responsible for accepting legal correspondence on behalf of the company. A quality registered agent could be integral in helping a new business succeed. Because that’s the case, many owners elect to utilize the services offered by a professional third-party company, such as DoMyLLC.
File Articles Of Organization & Pay Filing Fees
Once owners have secured a name and registered agent, they can file Articles of Organization with the Massachusetts Secretary of the Commonwealth. There is a $275 fee to do so, along with an optional $25 expedite payment. If a company has more than 275,000 authorized shares, they’ll need to pay $100 for each additional 100,000 shares. Information that owners will need to provide on the Articles of Organization includes:
- The name of the company
- The purpose of the company
- Total number of shares and par values
- Preferences, limitations, and relative rights of each class or series
- The minimum amount of consideration to be received
- Restrictions imposed by the articles of organization
- Other lawful provisions
- Effective date
- Name and address of the registered agent
- Name and addresses of those serving as initial directors and officers
- Fiscal year end
- Type of business in which the corporation wishes to engage
- Address of the principal office
- Signature of incorporators
File Initial Report
A Massachusetts Corporation does not have to file Initial Report.
Create Corporate Bylaws, Appoint Directors And Hold Meetings
Members will want to hold an initial corporate meeting. In attendance at this meeting should be the directors who were listed on Articles of Incorporation. These directors will serve in this capacity on the board until the next annual meeting of shareholders, where directors are up for re-election.
Once in place, the board can elect officers and define their roles. They will also need to draft corporate bylaws. Bylaws are a matter of corporate compliance, as the Massachusetts corporation cannot exist or operate until the board of directors have adopted them. Bylaws are private and serve as an internal operating manual. However, the Corporation may need to provide proof of its bylaws to banks and insurers it’s looking to do business with.
The board of directors will need to issue stock to shareholders. They’ll also need to maintain a stock ledger. They can do this at the initial corporate meeting. The board is the only group with the authority to issue stock. They are responsible for doing so throughout the entire life cycle of the Corporation. The Articles of Incorporation defines how much stock the board can issue. It’s also vital that they maintain a stock ledger, as this will provide transparency to investors, thereby protecting the corporate veil.
Obtain Employer Identification Number
The Massachusetts corporation should obtain an Employer Identification Number from the IRS so that they can open a business banking account, file taxes, and hire employees if they wish to do so.
File Massachusetts Required Annual Reports
Each year, the Corporation will need to file an Annual Report within 2.5 months of the close of its fiscal year. So, for instance, if a Corporation’s fiscal year ends on December 31, the annual report is due by March 15. It costs $109 to submit this form online or $125 to register by mail. Learn more at the Massachusetts Annual Report page.
Each year, the Massachusetts Corporation should file state and federal taxes as well as renew all licenses and permits.
How DoMyLLC Can Assist With Streamlining The Process
At DoMyLLC, we allow owners to focus on the day-to-day operations of their business. Our services include:
- Name availability check
- Prepare Articles of Incorporation
- File Articles of Incorporation with the Secretary of Massachusetts’s office
- Provide sample bylaws, meeting notices and minutes for meetings
- Dedicated account manager
- Unlimited customer support
We streamline the administrative process, allowing you to focus on growing your business. Be sure to contact us today to learn more about the services and solutions we offer.