With our 5-step process, forming a company in Massachusetts is simple. A company may be formed by submitting formation paperwork with your state and forming a board of directors.
We’ll teach you how to form your own company in Massachusetts.
It is simple to establish a corporation in Massachusetts.
In Massachusetts, you may form a company by submitting the Certificate of Incorporation, drafting corporate bylaws, and naming your first director (s).
Table of Contents
To get started, follow the steps in our How to Start a Corporation in Massachusetts tutorial below:
Step 1: Create a name for your Massachusetts corporation.
Step 2: Select a Registered Agent.
Step 3 Hold an Organizational Meeting
Step 4: Submit the Articles of Incorporation.
Step 5: Obtain an EIN
Step 1: Create a name for your Massachusetts corporation.
The first step in forming a company is to choose a business name. You must choose a distinct name that conforms with Massachusetts company naming regulations.
1. Massachusetts naming conventions:
Your name must include the words “corporation,” “company,” “incorporated,” or “limited,” as well as an abbreviation of one of these phrases, or words or abbreviations of the same meaning in another language.
Your company name cannot be the same as or misleadingly similar to any other existing business in Massachusetts. Reserved names are included.
Your name cannot indicate that the company was formed for an illegal or other reason than what is stated in its articles of incorporation.
2. Is my business name accessible in Massachusetts?
Your Massachusetts company name must be distinct and distinct from other Massachusetts business names. You must confirm name availability by browsing the Massachusetts Secretary of State’s website’s business name database and reserved name database.
3. Is the URL accessible?
Before forming your Massachusetts company, check to see whether an appropriate URL for your preferred business name is accessible. Even if you don’t intend to create a company website right immediately, we recommend purchasing a web domain right away to avoid other companies from obtaining it.
Step 2: Select a Registered Agent in Massachusetts.
When you form your company with the Secretary of the Commonwealth, you must choose a Massachusetts registered agent.
What exactly is a Registered Agent? A registered agent is a person or organisation chosen by an LLC or corporation to accept service of process, government communications, and compliance paperwork on behalf of a company.
Who Is Eligible to Be a Registered Agent? An person, a corporate organisation, or a professional registered agent service may serve as your registered agent. Any organisation or individual may act as your Massachusetts registered agent as long as the person
is at least 18 years old
has a physical address in the state where business is done
is accessible during regular business hours (in person).
Step 3 Hold an Organizational Meeting
Before filing the Articles of Organization formally in Step 4, you must conduct an organisational meeting to perform the following tasks:
Complete and sign the Articles of Organization
Establish and approve bylaws
Choose your first director (s)
Determine your ownership structure.
Fill out an Incorporator’s Statement.
Establish and Approve Corporate Bylaws
Bylaws are the rules that regulate and control how your organisation is governed and operated. Consider the bylaws to be your corporation’s constitution. It clarifies the norms and priorities for all parties involved.
The bylaws of a company will augment any regulations established by the federal government or the state.
Include the following in your bylaws:
The governance of the company, including the roles of directors and officials
Meeting processes, voting procedures, and the election of executives or directors
How will records be preserved and managed?
How will disagreements be resolved?
How will bylaws be added/modified in the future?
The annual shareholders’ meeting date
Contract Negotiation Techniques
Fiduciary responsibilities to the company (i.e. acting in the best interests of the corporation)
What is a quorum for voting purposes?
What exactly is a quorum? A quorum is the minimal number of members of an assembly that must be present at a meeting in order for the meeting or any votes taken within to be legitimate.
Appoint the First Directors
The organisational structure of a Massachusetts corporation must comprise at least one initial director who will supervise your firm until the first shareholders’ meeting, as well as:
The president
A treasury official
A secretarial assistant
A corporate director is in charge of operational bylaw adoption, modification, and repeal, as well as the election, monitoring, and removal of officers.
Following the incorporation of the company, the incorporator(s) — or initial director(s), if listed on the formation papers — shall convene an organisational meeting. During this inaugural meeting, either the incorporator(s) or the initial director(s) will elect the board of directors.
Selecting a Share Structure and Strategy
A share of stock is a corporation’s unit of ownership. Each share of stock reflects a proportion of the company’s ownership. If a business issues one share of stock, the shareholder (stock owner) owns 100% of the corporation.
Shares may be divided into classes. Each class, known as a share class, has unique rights and advantages. There may be several classes, and each class can have an unlimited number of shares.
The Articles of Organization form in Massachusetts enables you to specify whether the company will issue more than one approved share class.
NOTE: We suggest that you begin with a large number of authorised shares. Many lawyers advocate for a million dollars. Starting with a large number allows you to issue shares as required without incurring legal expenses to enhance your original permitted share size.
Make and implement an Incorporator’s Statement
The incorporator(s) shall sign and preserve an Incorporator’s Statement with the full names and addresses of all initial directors in the corporate records book.
This document identifies the first director(s) who will serve until the board of directors is chosen at the first shareholder meeting. It should be kept with the rest of your company’s records.
Step 4: File the Articles of Organization in Massachusetts.
To form a company in Massachusetts, you must submit the Massachusetts Articles of Organization. The Articles of Organization are the legal documents that establish your Massachusetts company.
You may submit it with the Massachusetts Secretary of the Commonwealth by mail, in person, or online. The filing fee is $275 for up to 275,000 authorised shares, with an extra $100 for each additional 100,000 shares or fraction thereof.
This paper will address the fundamentals of your company, such as:
Name of the company, location, and mission statement
Name and street address of the corporate registered agent
The number of authorised shares that a company may issue.
Each share class’s preferences, limits, and relative rights
Any limitations on the transfer of shares of any stock class or series
The corporation’s effective date of formation
Name(s) and address of corporate officers and directors (es)
Name(s), address(es), and signature of the incorporator(s) (s)
Step 5 Get an EIN for Your Massachusetts Corporation in
What exactly is an EIN? The federal government uses an Employer Identification Number (EIN) or Federal Tax Identification Number (FTIN) to identify a company organisation. It is effectively the company’s social security number.
Why do I need an EIN? An EIN is necessary for the following activities:
To establish a commercial bank account for the firm
In terms of federal and state taxation
To recruit workers for the firm
How can I get an EIN? After founding the firm, the business owner obtains an EIN from the IRS (free of charge). This may be done online or in the mail.