Key Takeaways

  • The Massachusetts Secretary of the Commonwealth maintains a searchable public database of corporations and business entities.
  • Users can perform a Massachusetts corporation search by entity name, individual name, identification number, or filing number.
  • Corporate records—including Articles of Organization, bylaws, board resolutions, and annual reports—are governed by Chapter 156D of the Massachusetts General Laws.
  • Shareholders have limited inspection rights and must show a proper purpose for record requests.
  • Maintaining accurate corporate governance documents ensures compliance and transparency for businesses operating in Massachusetts.

Searching through Massachusetts corporate records is easy. The state's streamlined online method allows you to search for an entity or browse the database by any number of criteria. With a few simple steps, you will be able to find the entity name you are looking for. You can search by the following:

  • Entity name
  • Individual name
  • Identification number
  • Filing number

Performing a Corporate Records Search

To search for a Massachusetts corporate record, you will need to follow these steps.

  1. Determine which way you will conduct your search.You will want to navigate to the Commonwealth of Massachusetts Secretary of State corporate search page and indicate what type of search you want to perform.
  2. Enter the information you are searching for. You can enter the name or part of the name of the entity or individual, the identification number, or the filing number.
  3. Browse the results. Once hitting search, you will see a results page that will have the entity you are searching for. Click the corresponding link to request a certificate, view filings, or review corporate information such as the designated registered agent.

Understanding the Massachusetts Corporation Search Tool

The Massachusetts corporation search feature is available through the Secretary of the Commonwealth’s website and allows the public to access business information easily. This online tool provides data for corporations, LLCs, partnerships, and other registered entities.

When performing a Massachusetts corporation search, you can retrieve details such as:

  • Legal name and business ID number
  • Type of entity (LLC, corporation, nonprofit, etc.)
  • Principal office address and mailing address
  • Registered agent name and contact information
  • Status (active, dissolved, withdrawn, etc.)
  • Date of organization or incorporation
  • Links to filings, including annual reports and certificates of good standing

The database updates in real time as businesses file documents electronically through the Corporations Division portal

 This ensures that users receive the most recent information available.

For those forming a new entity, conducting a preliminary Massachusetts corporation search is crucial to ensure your chosen business name is unique and compliant with naming regulations.

Shareholder Inspection Rights in a Closely Held Corporation in Massachusetts

In the state of Massachusetts, shareholders in a corporation will not have immediate access to corporate records and information. In the state, a shareholder's right to inspect or view corporate records requires the shareholder to have a proper purpose for requesting them. Even then, a corporation has the right to refuse the inspection if they feel the disclosure will present a risk to the corporation. They also have the right to restrict the shareholder use of obtained documents.

To avoid disputes that can arise out of record issues, it is important to understand the rights and obligations that both shareholders and organizations have in the State of Massachusetts when it comes to sealing corporate records. The Supreme Court in the state has just recently clarified the burden of the shareholder under the Massachusetts Business Corporation Act in the case Chitwood v. Vertex Pharmaceuticals, Inc.

In many more closely held or family-owned companies, disputes can often arise from shareholders requesting information. Owners are often busy with running the business and may find the requests from outside shareholders as a distraction or an intrusion. From the opposite side, owners who are not involved on a day-to-day basis and who are kept informed may feel that they are intentionally left in the dark, which can often lead to mistrust. It is not unheard of for simple information requests to turn into major litigation cases.

Setting clear policies and procedures for shareholders to request information can help prevent future disputes. It is essential that the policies continue to be followed in all situations. If a shareholder would like to view the corporate information, they can start their search by reading the Corporate Bylaws, Articles of Incorporation, and Shareholders Agreement, which lay out the company restrictions and obligations.

Shareholders Rights Under Chapter 156D

If there are no provisions outlined in the corporate documents, then the Massachusetts General Laws chapter 156D will spell out the shareholder's rights to inspection and record-keeping requirements under state law. Under this law, shareholders have the right to inspect documents that fall into one of two categories.

Governance Documents

These include the documents that were used in the creation and organization of the corporation:

  • Articles of Organization
  • Corporate bylaws
  • Corporate amendments
  • Board of Director's resolutions
  • Minutes of all shareholder's meetings
  • Records of actions taken by shareholders without a meeting
  • All written communication to shareholders
  • Annual financial statements
  • Names and current addresses of directors and officers
  • Most recent annual report

Filing and Maintaining Corporate Records with the State

All Massachusetts corporations must maintain accurate records and ensure required filings are submitted to the Secretary of the Commonwealth’s Corporations Division. These include:

  • Articles of Organization upon formation
  • Annual Reports (Form PC for nonprofits or corporate annual reports for for-profits)
  • Amendments to organizational documents
  • Certificates of Good Standing when required for financial or legal transactions

Filings can be completed online through the Massachusetts Corporations Division filing portal. Businesses are required to update the Secretary’s office with changes to registered agent information, principal office address, or business purpose. Failure to do so can result in penalties or administrative dissolution.

Corporations should also maintain internal records, such as minutes, board resolutions, and stock ledgers, even if not filed publicly. These documents form part of the “corporate book,” which may be inspected by shareholders or regulators when needed.

Board Actions

Other documents that shareholders may request the right to inspect in the state of Massachusetts include the following:

  • Board minutes of meetings and any actions that have occurred
  • Accounting records, including financial statements and supporting schedules
  • The names and addresses of all the corporate shareholders and the number and class of shares they own

The Corporations Book Requirement in Massachusetts

Under Massachusetts law, every corporation is required to maintain a Corporations Book, a comprehensive record of its governance and financial activities. This book should include:

  • Articles of Organization and any amendments
  • Bylaws and board meeting minutes
  • Shareholder meeting minutes
  • Annual reports and tax filings
  • Financial statements

The Corporations Book must be kept at the corporation’s principal office or another location accessible to shareholders and officers. It ensures transparency, aids in tax reporting, and serves as a critical compliance record.

Electronic storage is acceptable, provided that records are organized, retrievable, and printable upon request. Maintaining the Corporations Book properly helps corporations comply with Chapter 156D and avoid penalties during audits or shareholder disputes.

The Shareholder's Burden

Corporations will normally be given five business days to produce records and still have the right to refuse if they believe the request is unfounded. In Massachusetts, the shareholder must do the following:

  • Show that the request was made in "good faith" and for a "proper purpose."
  • Give a reason for the purpose of the request and the specific records that they would like to inspect.
  • Show that the records they are requesting are directly linked to their stated purpose.

Accessing Public Corporate Filings Online

Individuals who are not shareholders can still access most corporate filings through the Massachusetts Secretary of the Commonwealth’s Business Entity Search. This tool enables anyone to view and download:

  • Certificates of organization and amendments
  • Annual reports
  • Dissolution filings
  • Mergers, conversions, and name changes

To download certified documents, users can request them through the Secretary’s online request portal, where fees apply for printed or certified copies.

The Corporations Division also offers options for ordering certificates of good standing and filing documents electronically, making it simple for businesses to stay compliant. For legal disputes or detailed inspections of non-public records, shareholders must follow the statutory process outlined under Chapter 156D.

Frequently Asked Questions

1. What is the Massachusetts corporation search used for?

It’s an online tool to look up registered business entities in Massachusetts, allowing users to verify a company’s existence, status, and key filing details.

2. Can I search for a business by owner or officer name?

Yes. The Massachusetts corporation search allows searches by individual name, entity name, or identification number for broader results.

3. What records must a Massachusetts corporation maintain?

Corporations must keep a Corporations Book that includes articles, bylaws, minutes, annual reports, and financial statements.

4. Are corporate filings in Massachusetts public?

Most filings—such as annual reports, certificates, and amendments—are publicly accessible online through the Secretary of the Commonwealth.

5. How often must Massachusetts corporations file annual reports?

Corporations must file annual reports every year by the anniversary date of incorporation to maintain active status.

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