How To Incorporate In Massachusetts
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1. Choose a Name for Your Massachusetts Corporation
Check on Available Names in Massachusetts: If you have decided to incorporate your small business in Massachusetts you need to have a unique name for your corporation. To find out if the name that you have chosen for your corporation is unique, you should do a thorough search to find out if the name that you have chosen for your corporation is not already being used by another corporation. You can start by searching online records and government databases to see if the name that you have chosen is available. To search the Massachusetts Corporate Database, go to Massachusetts Corporation.
Reserve a Corporate Name: You can reserve the corporate name that you have chosen until you are ready file Articles of Incorporation by submitting an application to the Corporations Division. You can download the form online at Reserve a Massachusetts Corporate Name. The filing fee is $30.00 and the name will be reserved for 60 days.
Filing Trademarks and Doing a Corporate Name Search: The name that you have chosen for your corporation might not be in use by another corporation in the state of Massachusetts, but it is possible that another corporation in another state could be using the same name and you might run into restrictions on your use of the name. You should consult an attorney to learn what these restrictions may be and how you can take steps to trademark the name that you have chosen. See our article on how to choose a name for your corporation.
Massachusetts Corporate Name Requirements: The name that you choose for your corporation must include the word “corporation,” “incorporated,” “limited,” “company” or an abbreviation of one of these words.
2. Find a Registered Agent in Massachusetts
You need a registered agent in order to incorporate your small business in Massachusetts. A registered agent will act as an agent for service of process and will receive all legal and tax documents on behalf of your corporation. You can choose an adult resident of Massachusetts or a corporation such as a corporate services company as your registered agent, but your corporation cannot serve as its own registered agent.
3. File Articles of Organization with the Massachusetts Secretary of State
Minimum Requirements: The Articles of Organization that you file with the Secretary of State must include your corporate name, the purpose of your corporation, the address of your main office, the number of shares that your corporation is authorized to issue, the name and address of your registered agent, and the name and address of each incorporator. The Articles of Organization must be signed by the incorporators as well as the registered agent. You can download the form online at File a Massachusetts Corporation or click on the link to apply online.
Other Massachusetts Legal Provisions: Consider including additional legal provisions as part of your Articles of Organization. It is a good idea to consult an attorney when you are preparing the Articles of Organization document to determine what additional legal provisions are appropriate for your company.
Where to Submit Form: You can submit the completed Articles of Organization document and payment online or send it to the Secretary of the Commonwealth, One Ashburton Place, Boston, Massachusetts 02108-1512.
Filing Fee: The filing fee in Massachusetts is $275.00 for corporations with up to 275,000 shares.
4. Create Other Massachusetts Incorporation Documents (Corporate Kits)
After you have submitted your Articles of Organization document, you should begin to take certain actions in your corporation. These actions could include appointing officers and directors, adopting corporation bylaws, issuing stock certificates, obtaining a tax ID number, and acquiring a business license. When you are taking these actions, consider creating other types of corporate documents such as buy-sell agreements, shareholders agreements that determine when stock can be sold, and documents that explain what will happen if an owner decides to leave the company. These types of documents can be incredibly useful, especially if your corporation has multiple owners. You should counsel with an attorney when you are drafting these documents. An attorney can help you to prepare corporate documents that are in compliance with all the legal requirements that apply to your corporation. There are also various corporate service companies that can help you to prepare these types of documents for a fee, and you might consider using their services.
5. Qualify Your Massachusetts Corporation to Do Business in Other States
You should recognize that to do business in other states you will need to qualify your corporation to do business in other states. If the main office of your corporation is located in another state you will need to qualify your corporation to do business in that state. Most other states require corporations to qualify to do business there. You will most likely be required to pay taxes in your home state. To learn more about how you can qualify your corporation to do business in other states, go to Qualifying a Business in other states.
6. Make Annual Filings and Pay Annual Fees and Taxes in Massachusetts
When you have a corporation that is registered in the state of Massachusetts, you must file an annual report. The annual report asks for updated information about your corporation, your registered agent, and your officers and directors. The filing fee is $125.00. You can file online at Massachusetts Corporation Fee.
You must also file a corporate income tax return and pay Massachusetts state income taxes. You can learn more about the corporate tax in Massachusetts online on the official website of the Massachusetts Department of Revenue: Massachusetts Corporate Tax. It is best to consult an accountant when you are preparing tax documents for your corporation, because an accountant can assist you so that you avoid mistakes in the preparation of your tax documents. Mistakes in your tax forms can wind up costing you hundreds of dollars in extra taxes.
There are many complex decisions to be made when incorporating your small business, especially if your corporation has multiple owners. If you consult an attorney and an accountant during the process of incorporation, you can feel more confident that your paperwork will be processed correctly.
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This site is for informational purposes only and does not constitute legal, financial or tax advise. The information on this site should not be relied upon as an official source of information and should be independently verified.