Massachusetts C Corp Formation

Massachusetts C Corporation Formation

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Steven S.

Steven Stark

253 reviews
For over 30 years, Steven Stark has offered counsel to non-profit organizations and private companies. He has a passion for helping small businesses in particular since he himself started several businesses of his own in New York and Florida. He understands the importance of small businesses having a reliable attorney to advise them about legal matters from their inception.
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Richard G.

Richard Gora

152 reviews
Looking for an attorney with experience? Richard Gora is the exact attorney you want. Having defended over 100 cases both in state and federal courts and working with clients from around the globe, Richard has an array of different experiences. His services are wide-ranging and include business litigation, securities litigations, employment litigation, and business counsel. Prior to founding Gora LLC, he worked for Finn, Dixon & Herling LLP for eight years.
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Joshua G.

Joshua Garber

181 reviews
Representing notable clients like Tesla and the City of Los Angeles, Josh Garber excels at helping clients with employment and labor laws. Many of his past clients have had great success using Josh for employment agreements and Division of Labor Standards Enforcement (DLSE) hearings. With his practical advice, he has even helped clients avoid going to court.
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Keidi C.

Keidi Carrington

21 reviews
Keidi is the founder of the boutique law firm Carrington Legal, LLC., which provides high quality legal representation to entrepreneurs, start-ups, and small to mid-sized businesses at accessible rates. Her experience as a former staff member for the SEC and State Street Bank & Trust has given her a wealth of knowledge in financial services and investment management.
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Tara S.

Tara Swartz

20 reviews
Tara strives to work with her clients, not just for them. She specializes in employment law and her goal is to provide exceptional one-on-one service to all of her clients. She understands that cases are more quickly and cost-effectively resolved through negotiation and remediation. Tara focuses her practice on employment law on everything from discrimination claims to wage claims to medical leave.
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Theodore J.

Theodore Joyce

Theodore is a tax and general business attorney with over 15 years of experience. He can provide big-firm experience at lower prices through his boutique law practice where he welcomes a variety of business matters including joint ventures, corporate governance, and tax planning. As an advocate for the arts, he enjoys representing artists and non-profit organizations, often on a pro bono basis.
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Thomas C.

Thomas Camp

2 reviews
Based in Waltham, Thomas Camp is the founder of Camp Corporate Law, LLC. He brings 25 years of legal and senior executive experience. His expertise is in business and corporate law and he specializes in general corporate matters, startups, mergers and acquisitions, and legal issues relevant to dental practices. Thomas received a J.D. cum laude from Boston College Law School and also has an M.B.A.
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Roger G.

Roger Glovsky

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Roger Glovsky is passionate about changing the way law is practiced in the U.S. and believes that legal documents should be affordable, accessible, and comprehensible. Throughout his career of more than 25 years, he has offered cost-effective services to startups and growing businesses. He uses ContactsGuru.com to teach entrepreneurs and business owners about drafting and negotiating contracts.
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Eric O.

Eric Osterberg

Eric Osterberg is an experienced draftsman and negotiator of software licenses (including SaaS), music licenses, trademark and copyright applications, NDAs, website privacy policies, and terms of use. He has litigated numerous cases in federal courts across the country and serves as general counsel to a number of startups and small businesses and helps them address a full range of issues.
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Why use UpCounsel to form an C Corporation in Massachusetts

Starting an C Corporation in Massachusetts with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our C Corporation attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for an C Corporation.

When forming an C Corporation in Massachusetts with UpCounsel, the attorney you choose to help you will conduct a business name search for your Massachusetts C Corporation and assist you in preparing your C Corporation Operating Agreement, along with providing other legal services based on your needs. Once your Articles of Incorporation have been prepared and successfully filed with the Massachusetts Secretary of the Commonwealth Corporations Division, your Massachusetts C Corporation has been formed and begins its existence as a corporate entity.

Choosing a Company Name for Your C Corporation

One of the first steps in the process of forming your C Corporation is to choose your business name.

The business name that you choose must include either the word "Incorporation", "Incorporated", "Company", or "Limited" (or an abbreviation thereof) at its end. It must be distinguishable (not the same as or deceptively similar to) the name of an S Corp or foreign C Corporation reserved or registered.

Your C Corporation name may contain the name of one or more members.

By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Massachusetts S Corp before filing to see which names are available. Once you have chosen an available name, your chosen C Corporation attorney can help you properly register your name with the State of Massachusetts.

Requirements for Forming a Massachusetts C Corporation

Articles of Incorporation: When forming an C Corporation in Massachusetts, the Articles of Incorporation must be filed with the Massachusetts Secretary of the Commonwealth Corporations Division. Massachusetts state law requires that certain information be included in your Articles of Incorporation when forming your Massachusetts C Corporation.

This information must include:

  1. The C-Corp's name and address.
  2. The C-Corp's purpose and general character.
  3. The C-Corp's registered agent's name, address, and signature.
  4. The number of shares the C Corporation is authorized to issue, their par value, and any restrictions on transfers of share.
  5. The names and addresses of initial directors, president, treasurer and secretary of the corporation.
  6. The C-Corp's fiscal year.
  7. The type of business of the C Corporation

Additionally, a Massachusetts C Corporation formation generally requires inclusion and/or consideration of the following:

C Corporation Operating Agreement: Although the C Corporation Operating Agreement is not required with the Articles of Incorporation, it is a good idea for every C Corporation with more than one member to have one. The Articles of Incorporation may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement.

Membership: A C Corporation must have one or more members.

Eligibility Requirements: A natural person or an entity.

Procedure for Membership: The member may acquire an interest in the C Corporation directly from the C Corporation at the time of formation and, after formation, at the time provided in and upon compliance with the Articles of Incorporation or the operating agreement or, if not provided, only upon the vote of a majority in interest of the C Corporation members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the C-Corp's operating agreement.

Resident Agent needed for a Massachusetts C Corporation

Remember every Massachusetts C Corporation must have a registered agent in the state, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. The statutory agent may be an Massachusetts resident or business entity authorized to do business in Massachusetts. However, the registered agent must have a physical Massachusetts street address.

Massachusetts Secretary of the Commonwealth Corporations Division

Once you create an C Corporation in Massachusetts, the Massachusetts Secretary of the Commonwealth will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.

For further information, contact the Massachusetts Secretary of the Commonwealth.

Recurring Responsibilities and Duties for Massachusetts C Corporation

Annual Report: Each C Corporation shall provide an annual report to the Massachusetts Secretary of the Commonwealth Corporations Division regarding its financial condition to each of its members. It must be received by the C-Corp's anniversary month of its' filing and has a $500 annual fee.

Records: Each Massachusetts C Corporation must keep complete corporate records open to inspection at it' principal office.

Business Licenses: Business licenses and/or permits are required for most businesses. Contact the Massachusetts Secretary of the Commonwealth for specific licenses.

Incorporator's Statement: A signed "Incorporator's Statement" showing the names and addresses of the initial directors who will serve on the board until the first annual meeting of shareholders.

Filing Fees for a Massachusetts C Corporation

The filing fee of the Articles of Incorporation is $275 for up to 275,000 shares plus $100 for each additional 100,000 shares or any fraction thereof. Also, the filing and reservation of the C-Corp's name is $30. These fees can change so it would be best to check with the Massachusetts Secretary of the Commonwealth on what the latest fees are. You may pay these fees in many different forms including cash, check, money orders, or debit and credit cards.

Taxes for a Massachusetts C Corporation

Massachusetts C Corporation shareholders do not report any of the business income and expense on their individual tax return. The corporation files tax returns and pays its income taxes (at generally lower tax rates than would individuals) while the individual shareholders report and pay personal income taxes only on monies paid them by the corporation.

It should be noted that shareholders are required to pay personal income taxes on income from dividends paid by a C Corporation even though income taxes have previously been paid by the corporation. This leads to what is commonly referred to as "double taxation".

Massachusetts state law follows federal law for income tax purposes. Therefore if a corporation is classified as an association taxable as a C Corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.

Federal Income Tax: For federal income tax purposes, a C- Corp is recognized as a separate taxpaying entity. A corporation conducts business, realizes net income or loss, pays taxes and distributes profits to shareholders.

Massachusetts State Income Tax: Massachusetts C Corporation must pay a minimum excise tax of $456 to the Commonwealth. If an C Corporation 's annual receipts exceed six million dollars, the entity could become liable for substantial state income taxes

Federal Tax Identification Number: Your corporation will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). You do not need to get a new EIN after the corporation choose to become a C Corporation An EIN is similar to an individual's social security number. You will need an EIN for your C Corporation as long as there is one member, even if the C Corporation does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.

Start Your Business Off Right with an Affordable C Corporation Attorney in Massachusetts

Start Your Company Off Right with Affordable C Corporation Attorneys in Massachusetts

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