Form a Massachusetts Corporation

Set up a Massachusetts corporation, the right way, with LawInc. We are Massachusetts incorporation specialists and will make sure your Massachusetts corporation complies with all requirements set forth by the Massachusetts Secretary of Commonwealth. Start your Massachusetts incorporation now by clicking “Order Now.”

Incorporating in Massachusetts

Incorporating in Massachusetts can be critical to businesses based out of the State of Massachusetts. At LawInc, we prepare your Massachusetts corporation Certificate of Incorporation, bylaws, stock certificates, stock ledger and more. We can even obtain your Massachusetts corporation Tax ID number and file your S corporation election with the IRS.

Massachusetts Incorporation Information

The following Massachusetts incorporation information will likely be helpful when deciding to incorporate in Massachusetts.

Massachusetts Corporation Name

The first step in forming a Massachusetts corporation is selecting the business name. Massachusetts corporation names:

• Must end with “Corporation,” “Corp.,” “Incorporated,” “Inc.,” “Limited,” or “Ltd.”
• Cannot contain language indicating or implying that it’s organized for anything other than a legal business purpose.
• Cannot contain a word or phrase that indicates or implies that it is organized for non-legal business purpose.
• Must be distinguishable from the name of any domestic or foreign corporation on file with the Massachusetts Secretary of Commonwealth.

Massachusetts Corporation Formation

Massachusetts Certificate of Incorporation: When forming a Massachusetts corporation, a certificate of incorporation must be executed by at least 1 person organizing the corporation and filed with the Secretary of the Commonwealth, Corporations Division.

Massachusetts Corporation Filing Fee: The filing fee (minimum fee is $275), for the Certificate of Incorporation 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 Corporation Directors: The minimum number of directors is three (3), unless there are fewer than three (3) shareholders, then number of directors may equal to, but no less, than the number of shareholders. No residence requirement. No age requirement.

Massachusetts Incorporator: Minimum number of incorporators is one (1) (a natural person over 18) and there isno requirement that the incorporator be Massachusetts residents.

Massachusetts Corporation 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.

Massachusetts Registered agent: The corporation must maintain a Massachusetts resident agent and office to receive service of process.

Massachusetts Corporation Post-Filing Requirements

Massachusetts Corporation Annual Report: All Massachusetts corporations must file an annual report with the Corporations Division every March 15th or by the corporation fiscal due date with the IRS, if different. The annual report must contain all of the information included in its Certificate of Incorporation. The Massachusetts Secretary of State filing fee is $125 ($100 online). A Massachusetts corporation will lose its right to operate in Massachusetts if the report is not filed. The Massachusetts Sec. of Commonwealth sends a postcard reminder every year. The penalty for late filing is $25. For more information, visit: http://www.sec.state.ma.us/cor/coridx.htm

Massachusetts Corporation Taxes

The Massachusetts corporate net income tax rate is 9.5% with a minimum tax payment of $456. There is also a $2.60 property/excise tax for every $1,000 of assets your business owns that is located in the State. This also applies to foreign corporations with taxable operations in Massachusetts.

Massachusetts recognizes federal S corporation tax status. The subchapter S election is automatic and no state specific forms are required be filed to make the election.

Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. All corporations should obtain an EIN.

Massachusetts Corporation Dissolution

When you cancel your Massachusetts corporation you must do so with the Commonwealth of Massachusetts and the federal government.

Massachusetts Corporation Dissolution Requirements: Corporations are no longer required to obtain a “Certificate of Good Standing” from the Massachusetts Department of Revenue prior to their voluntary dissolution. However, the requirement to notify the Commissioner of Revenue of the formal dissolution of a corporation is still in effect. This obligation may be fulfilled by sending a letter on corporate letterhead, signed by an officer of the corporation, stating the corporation’s intent to dissolve and attaching a copy of the vote authorizing the dissolution. The letter should be mailed to DOR’s Customer Service Bureau, P.O. Box 7010, Boston, MA 02204, Attn: Corporate Dissolutions. In addition, corporations must file a final corporate excise tax return.

Federal/IRS Dissolution Requirements: Corporations are required to file IRS Form 966, Corporate Dissolution or Liquidation. A final tax return should be filed with the IRS. Form 966 should be filed along with the final tax return.