Secretary of State Massachusetts Corporation: Everything to Know
The Secretary of State Massachusetts corporation filing process involves many steps.3 min read
The Secretary of State Massachusetts corporation filing process involves choosing an appropriate and available business name, filing an Articles of Organization, paying certain filing fees, and adhering to state guidelines.
File an Articles of Incorporation
Your Articles of Incorporation will include the following:
- Your corporation's name
- The purpose of your corporation, which can be as simple as "engaging in a legal business"
- The total number of shares that your corporation will issue, along with par value of each class of stock
- Your corporation's effective date, or the date the state received your filing — you can choose a later date, but it must be within 90 days of filing your articles
The state requires additional information when filing an Articles of Organization including the following:
- Registered agent's name and address. Your registered agent — also known as a resident agent, agent for service of process, or statutory agent — must have a physical address in Massachusetts; a post office box isn't acceptable. A registered agent is an individual or company that agrees to accept important legal documents, including service of process, on behalf of your corporation. Your registered agent must be available to receive documents during a regular business day.
- The names and addresses of the corporation's president, initial directors, treasurer, and secretary, if they differ from your business address. Massachusetts requires corporations to have at least one director. If your corporation has three or more shareholders, it must have a minimum of three directors.
- Your corporation's fiscal year-end
- A brief statement describing the type of business your corporation will engage in
- A physical street address for your corporation
- The address where you'll keep corporate records, as well as an indication of whose address it is, i.e. your registered agent, a transfer agent, the principal office, or the office of the secretary
- Each incorporator's name, address, and signature
- The name and address of the individual acting as your corporation's primary contact, including an email address and phone number
Once you file your articles and the state approves them, Massachusetts will issue you a certificate of incorporation.
If your corporation has employees, you'll need an Employer Identification Number, also called a Federal Employer ID or EIN. An EIN is similar to a social security number, but for businesses instead of people. This will also be required to open a business bank account.
Reports and Other Requirements
Within 75 days after a corporation's fiscal year ends, all are required to file an annual report. The filing fee is $100 if done electronically. Otherwise, it costs $125. The state will impose a $50 fee for filing late. If you don't file an annual report, the state could take away your ability to operate a business.
Each state has its own requirements regarding personnel in corporations. Massachusetts's requirements include the following:
- The state has no age requirements.
- In corporations with three or more shareholders, there must be a minimum of three directors.
- Directors aren't required to live in Massachusetts.
- The names and addresses of your corporation's directors and officers must be listed in your Articles Of Organization.
In Massachusetts, your corporation is required to adopt bylaws. Bylaws lay out the following:
- Your corporation's operating rules
- Shareholders' rights and powers
- Director responsibilities
- Other corporate matters
You're not required to file corporate bylaws with the state, but you still need them to show that your corporation is legitimate to the IRS, lending institutions, banks, creditors, and the courts. Bylaws help you to specify rules that make clear the separation between personal debts and assets and the corporation's debts and assets.
Massachusetts also requires corporations to keep minutes of shareholder and director meetings. You should maintain meeting minutes and other company records at your corporate office or with your designated agent. Corporate minutes are a record of important company decisions, including votes taken on business decisions. They also help secure your limited liability protection status.
Because forming a corporation can be time-consuming and costly, you might consider consulting with tax and legal professionals to ensure you complete all the necessary steps. Maintaining your corporation involves additional requirements, such as filing yearly reports and paying required fees.
If you need help forming a corporation in Massachusetts or another state, you can post your legal need on UpCounsel's marketplace. UpCounsel accepts only the top 5 percent of lawyers to its site. Lawyers on UpCounsel come from law schools such as Harvard Law and Yale Law and average 14 years of legal experience, including work with or on behalf of companies like Google, Menlo Ventures, and Airbnb.