Welcome to the Start a Business guide to the formation of new corporations in the state of Massachusetts. There are three basic domestic corporation types (each with its own unique fee structure) available for incorporation in this state, they being:

Only standard and non-profit corporations may be formed using the online portal, and all three can file by fax or through the mail/in person. Before filing, ensure that the name you intend to incorporate under is available by cross-checking the business entity database for similar results. Once you’ve selected an available name be sure to reserve it via the name reservation procedure. For the remainder of the tutorial we will be assuming a unique name has been landed upon.

How to Form a Standard Corporation (Online)

Step 1 – Begin your online filing by navigating to this webpage and selecting the link entitled here which indicates that you are forming a new entity. The link should be located at the top of the page.

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Step 2 – Now select Articles of Organization underneath Domestic Profit Corporation from the listed options to continue.

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Step 3 – You will be expected for the next several steps to input data pertaining to your corporation. First, you must state the exact name of the corporation, the purpose of the business (if specially limited), and the pertinent stock data (note: if you have multiple stock types you must delineate for article IV the nature of each stock type as it relates to your corporation).

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Step 4 – For articles V and VI you must indicate any restrictions on share transfers (if any) and input the other lawful provisions (if applicable).

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Step 5 – The remainder of the form requires more basic data about the business and its members and officers. You must input the following into the provided fields to complete the form:

  • Effective date/time of organization
  • Registered agent name/address
  • Names and addresses of all officers
  • Fiscal year end
  • Brief business description
  • Principle address
  • Document address
  • Special filing instructions (if any)
  • Filer’s contact information
  • E-signature(s)

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If you agree to the terms put forth indicate as such and select click HERE to submit this information to continue on to payment.

Step 6 – You must now select your payment method. For the purposes of the tutorial we have only shown the credit card method.

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Step 7 – Input your credit card number and select submit to complete the filing process.

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How to Form a Non-Profit Corporation (Online)

Step 1 – Begin your online filing by navigating to this webpage and selecting the link entitled here which indicates that you are forming a new entity. The link should be located at the top of the page.

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Step 2 – Now select Articles of Organization underneath Nonprofit Corporation from the listed options to continue.

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Step 3 – The first 5 articles of the form require the following details:

  • Exact name of the corporation
  • Purpose of the corporation
  • Member classes (if applicable) and descriptions of said classes
  • Other lawful provisions (if any)

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Step 4 – For the next two articles you must input the following data:

  • Date of organization
  • Principle address
  • Name/address of each officer
  • Fiscal year end
  • Special filing instructions (if any)
  • Filer’s contact information

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Step 5 – finally, have the incorporator(s) e-sign the document, read the terms, and, if the terms are acceptable, accept and select click HERE to submit this information to finish the filing.

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Step 6 – After confirming the information you have entered you will be asked to pay for your filing. Select your preferred payment method at this juncture. For the purposes of this tutorial we have shown the credit card method only.

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Step 7 – Input your credit card number and select Submit to complete the filing process.

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How to Form a Standard/Professional/Non-Profit Corporation (Mail | In Person | Fax)

Step 1 – To file by fax, by mail, or in person, you will need to first download the form appropriate to your corporate structure here (for standard corporations), here (for professional corporations), or here (for non-profit corporations). For the purposes of this tutorial we are only showing images of the standard corporation form, however each of these forms differ only slightly, the non-profit largely excluding stock questions and the professional including only a few questions pertaining to the professional service to be rendered. For the first two pages of the standard form you will need to enter the following data:

  • Exact name of the corporation
  • Specific limited purpose of corporation (if applicable)
  • Shares types, amounts, par values (if applicable)
  • Share limitations (if any)
  • Share restrictions (if any)
  • Other lawful provisions (if any)

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Step 2 – For the third page you must submit the following data:

  • Date of organization
  • Registered agent name/address
  • Names/addresses of all officers
  • Fiscal year end
  • Brief business description
  • Principle address
  • Document address
  • Incorporator(s) signatures

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Step 3 – Finally, input the contact information for the filer and print the form once complete.

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Step 4a – (Mail | In Person) – To file by mail/in person you must attach a check for the proper amount ($250 for standard/professional, $35 for non-profit) made out to the Commonwealth of Massachusetts to your form and deliver it to the following address:

Corporations Division
1 Ashburton Place, Room 1717
Boston, MA 02108-1512

Step 4b-1 – (Fax) – Faxing forms for the purpose of filing can be useful for the purposes of expedition but it does require a few extra steps. In essence, you will need to create a fax voucher coversheet with the aid of the Commonwealth’s web portal which will both introduce your fax package and provide proof of the fees having been paid online. To generate this document you must first navigate to this page and input your contact information.

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Once finished, select the appropriate category and filing type for your corporation. Directly below we have the first option for standard corporations. Select Domestic Profit Corporation and Articles of Organization from the drop down menus and then input the required stock information. To continue, select Calculate filing fee (note: extra fees will be added to any filing with shares over 275,000).

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For non-profit corporations select nonprofit corporation and articles of organization and then review to continue.

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Finally, for professional corporations, select professional corporation and articles of organization and input the required stock information. As with standard corporations extra fees will be added to any filing with shares over 275,000. Select calculate filing fee to continue.

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Step 4b-2 – Select which method of payment you would prefer to use. We will only be showing the credit card method for the purposes of this tutorial.

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Step 4b-3 – Submit your credit card number, select submit, and await authorization. If successful, the site will generate your fax voucher coversheet which you must then print. The image directly below indicates the fee expected for standard and professional filings.

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The fee indicated below represents non-profit filings. ma-corp-fax-7

Step 4b-4 – Finally, place your fax voucher coversheet on top of your form and send both to the following fax address:

617-624-3891

Tips

EIN – Newly incorporated entities must request an EIN, or an employer identification number, from the IRS as soon as possible if they wish to begin conducting financial maneuvers. Any and all financial actions require an EIN, including those as seemingly mundane as applying for a corporate credit card. You may apply for an EIN for your corporation via the Online registration hosted by the IRS or, alternatively, you may download the PDF Form SS-4 and submit it by mail or in person. For more information on EINs please follow the link to the left.

Corporate Bylaws–  All corporations should think seriously about drafting a corporate bylaw document to help organize their entity despite the fact that, in Massachusetts, it is not necessarily required by law. This document will state in exact terms the financial, logistical, and bureaucratic structure of the organization to the benefit of all members and associated parties. Frequently, these documents prevent future litigation by leaving no room for question in terms of who is entitled to what, and responsible for what. For more information about drafting corporate bylaws and for access to our bylaws template, available in both PDF and MS Word formats, please follow the link to the left.

Renewal – In order to remain legal every corporation in Massachusetts must file an annual report yearly on the date of their initial organization. This can be done online (follow the link to the left (note: you will need to have your LLC’s customer ID number and PIN on hand to complete the filing)) by fax, or through the mail/in person. Should you decide not to file online you will need to complete whichever of the following forms relates to your specific entity:

For instructions on fax filing please click here. If you wish to file by fax you will need an additional document, the fax voucher coversheet, in order to file. Generate this document and pay all associated fees on this page. If you would prefer to file by mail/in person you must deliver your forms to the following address with a properly apportioned check made out to the Commonwealth of Massachusetts attached:

Corporations Division
1 Ashburton Place, Room 1717
Boston, MA 02108-1512