How to Form a Corporation in Massachusetts

There are a few steps in forming a corporation in Massachusetts.

Select Your Name

First, you'll need to select a name for your business. In particular, Massachusetts corporation names have a few requirements:

  • Names must end in "Limited," "Ltd.," "Incorporated," "Inc.," "Corporation," or "Corp."
  • Names can't have any language implying that the corporation is used for something other than a legal business purpose.
  • Names must be different from all other domestic or foreign corporations currently registered with the Massachusetts Secretary of Commonwealth.

Create the Certificate of Incorporation

The certificate of incorporation needs to be completed by at least one member of the corporation. After completion, you'll need to file it with the Secretary of the Commonwealth, Corporations Division.

Choose Your Directors

Your Massachusetts corporation will require at least three directors to help manage and direct the company. However, if you have less than three shareholders, then you may have the same amount of directors (you just can't have less).

There are no age or residence requirements for being on the board of directors of a Massachusetts corporation.

Assign the Incorporator

The incorporator is the person leading the incorporation process. At a minimum, you'll need to have one. This person must be over 18 years old but does not have to be a Massachusetts resident.

Establish Your Shares

In Massachusetts, the maximum number of authorized shares for the minimum incorporation fee is 275,000. That being said, there's no minimum amount you have to pay in capital to start operating as a business.

Pick the Registered Agent

All Massachusetts corporations must have a registered agent and office. This is where the state will send important service of process notices.

File the Annual Report

Every corporation in Massachusetts must file an annual report before March 15 to the Corporations Division. The only exception is if your fiscal due date with the IRS is different, you have until then to file.

Your annual report should include all of the information you put in your certificate of incorporation, and it costs $125 to file through mail and $100 to file online.

If you fail to file the annual report, you will lose your right to operate in the state. To prevent this, the Massachusetts Secretary of Commonwealth sends out postcard reminders to keep you from forgetting. If you're late to file, you'll pay an additional fee of $25.

Corporate Tax Rates in Massachusetts

Once you're officially a corporation, you'll be responsible for paying income taxes to the state. The current net income tax rate for corporations is 9.5 percent, with a minimum payment of $456. You'll also need to pay a $2.60 excise and property tax for every $1,000 of assets your business owns in the state. If you're a foreign corporation that does business in Massachusetts, this tax applies to you as well.

You are allowed to elect S corporation tax status in Massachusetts. The S election is automatic, meaning you don't need to fill out any forms or meet any requirements.

One thing you will need to file your taxes in Massachusetts is a federal tax identification number, better known as an employer identification number (EIN). The IRS assigns every business an EIN, and this number acts as a Social Security number for your company. You'll also need one when hiring an employee or opening a bank account.

Dissolving Your Massachusetts Corporation

In some cases, you may wish to dissolve your Massachusetts corporation. Luckily, you are no longer required to get a "Certificate of Good Standing" form from the Massachusetts Department of Revenue. Instead, you'll just need to let the Commissioner of the Revenue know about your plans to dissolve.

You can do this by sending a letter on your corporate letterhead that states your intent. It should be signed by an officer of the business and include a copy of the vote that approved the dissolution. When this is complete, you can send it to the DOR Customer Service Bureau at P.O. Box 7010, Boston, MA, 02204, Attn: Corporate Dissolutions.

Before your dissolution is complete, the final step is to file your last corporate excise tax return.

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