How to Incorporate in Massachusetts

Why Start an MA Corporation?

The state offers a range of support options to businesses in Massachusetts, giving them a competitive edge. Your corporation may be able to take advantage of certain incentives, provided it meets qualifying criteria.

For example, the Economic Development Incentive Program (EDIP) seeks to create new jobs and help businesses grow by offering credits to lower taxes in exchange for job creation.

For many entrepreneurs looking to start a larger business, an MA incorporation may be the best choice. As a corporation, your business is able to buy and trade stock, and when it comes to excess profits, corporations offer more flexibility than a limited liability company (LLC). A corporation is allowed to pass income and losses to its shareholders, who report taxes on an individual tax return at ordinary levels.

Is an LLC Better Than a Corporation?

It all depends on your goals. Limited liability companies are usually a better option for smaller businesses. An LLC is easier to set up and receives many of the same benefits as corporations, but with less regulation.Learn more about forming a Massachusetts LLC so you can decide which business entity is right for you.It all depends on your goals. Limited liability companies are usually a better option for smaller businesses. An LLC is easier to set up and receives many of the same benefits as corporations, but with less regulation.Learn more about forming a Massachusetts LLC so you can decide which business entity is right for you.

Benefits of Forming a Massachusetts C Corporation

It offers you numerous advantages including, but not limited to:

Benefits of Forming a Massachusetts S Corporation

It offers several advantages similar to those provided by a C Corp including, but not limited to:

In this guide, you’ll find information on naming your corporation, getting a Registered Agent, the fees you’ll need to pay, business taxes and much more. We also cover what you'll need to register your corporation and how you'll interact with the Secretary of State in Massachusetts (sometimes referred to as the Secretary of the Commonwealth).

Start a Business in Massachusetts Checklist

To help you along the way, use our Starting a Business checklist to keep track of everything you need to do to get your business up and running.

Step 1: Choose a Unique Business Name and Complete a State Business Search

Every Massachusetts business must have a unique name that isn't already being used by another business in the state. If you’re having difficulty thinking of a name, try using our Business Name Generator to gather ideas. You'll also need to follow a few naming rules, which you can read about in detail on the Massachusetts Corporation Names page.

Once you’ve decided on a name, you’ll need to make sure it’s available in Massachusetts. To see whether another company in the state is using your desired business name, use our tool to do a Massachusetts entity search.

You can also carry out an entity name search on the state's website.

Step 2: Provide an Official Business Address for your Corporation

All MA corporations must have a designated address. It could be your home address (if you’re running the company from your residence), a building where your office is located or any physical address of your choice. The address can be outside the state of Massachusetts and can be a P.O. Box.

You may also be able to use a virtual mailbox for your business address. Bizee can provide you with a Massachusetts virtual mailbox where we'll receive your mail and scan it for your online review. This can be especially helpful if you run a home-based business and don't want your home address published as part of your business public record.

Step 3: Assign a Registered Agent

A Registered Agent in Massachusetts is someone who receives official correspondence and is responsible for filing reports with the Massachusetts Secretary of State. Every Massachusetts corporation is required to have a Registered Agent.

You can fill this position yourself, assign another manager in your business or use a Registered Agent service. If your Registered Agent in Massachusetts is a person, they must have a physical street address in Massachusetts and must be available during business hours to receive important documents and communications on behalf of your company. You'll appoint your Registered Agent when you file your Articles of Organization with the Secretary of State and formally create your corporation.

All of Bizee’s business formation packages include Registered Agent service. It’s free for the first year and just $119 per year after that. You can also access a digital dashboard to view any document we've received on your behalf.A Registered Agent in Massachusetts is someone who receives official correspondence and is responsible for filing reports with the Massachusetts Secretary of State. Every Massachusetts corporation is required to have a Registered Agent.

You can fill this position yourself, assign another manager in your business or use a Registered Agent service. If your Registered Agent in Massachusetts is a person, they must have a physical street address in Massachusetts and must be available during business hours to receive important documents and communications on behalf of your company. You'll appoint your Registered Agent when you file your Articles of Organization with the Secretary of State and formally create your corporation.

All of Bizee’s business formation packages include Registered Agent service. It’s free for the first year and just $119 per year after that. You can also access a digital dashboard to view any document we've received on your behalf.

Step 4: File Your Articles of Organization with the Massachusetts Secretary of State

Once you've gathered all the information for your corporation, you’ll need to file a form (Articles of Organization) with the Secretary of State. This will officially create your business.

Your Articles of Organization may be filed online via the state's online filing system. You can also mail the form to the Office of the Secretary of the Commonwealth, Corporations Division, or Bizee can file it on your behalf. The MA Corporation filing fee is $275.

You only need to file your Articles of Organization in Massachusetts once, but once a year, you'll also need to file an annual report with the Secretary of the Commonwealth in MA. Bizee can remind you about this every year, or we can do it for you if you have us handle the paperwork.

What are the fees and requirements to incorporate in Massachusetts?

Annual Report

Step 5: Get an Employer Identification Number (EIN) from the Internal Revenue Service

You'll need an EIN to identify your business to the IRS. You use this number for filing and paying taxes, submitting payroll information and payments for your employees and opening a business bank account. You can obtain one directly from the IRS, or Bizee can get one for you as part of the MA corporation creation process.

Step 6: Write Bylaws

A set of rules that govern how a corporation will be run, bylaws detail how many directors the corporation will have, whether the board of directors will have annual meetings and what the voting requirements will be, among other things.

Some states legally require companies to create bylaws, and the state of Massachusetts is one of them. However, you aren't required to file your bylaws with the Secretary of the Commonwealth, simply keep them with your other business records.It's always a good idea to write and follow bylaws to protect your business from any future changes and events.A set of rules that govern how a corporation will be run, bylaws detail how many directors the corporation will have, whether the board of directors will have annual meetings and what the voting requirements will be, among other things.

Some states legally require companies to create bylaws, and the state of Massachusetts is one of them. However, you aren't required to file your bylaws with the Secretary of the Commonwealth, simply keep them with your other business records.It's always a good idea to write and follow bylaws to protect your business from any future changes and events.

Types of MA Corporations

C Corporation

When you initially file to start a corporation, by default, it's a C Corp. This is the choice for large businesses that will trade shares in the stock market.

A Massachusetts C Corporation will offer you several liability protections, but it will also be required to adhere to numerous strict rules and regulations. It will also likely have a substantial amount of administrative overhead, and won't enjoy as many tax advantages as other corporation types.

Learn more about C Corporations.

S Corporation

Technically, an S Corporation isn't a business entity the way LLCs and C Corporations are. It's a tax filing status. An LLC or a C Corporation can be an S Corporation. It's just a matter of filing a form with the IRS.

The main reason to file as an S Corp is to save money on self-employment taxes. To get an idea of how much money you might save, use our S Corp Tax Calculator.

If you want your Massachusetts C Corporation to be treated as a Massachusetts S Corporation, file the IRS Election by a Small Business Corporation form, also known as Form 2553 or an S Corp Election form.

Consult with your tax professional or accountant to determine whether this is your best option.

Learn more about S Corporations.

Compare S Corp vs. C Corp to learn the benefits and drawbacks of both, and decide which one will best suit your needs.

Professional Corporation

Some states, including Massachusetts, allow certain occupations to form Professional Corporations. Massachusetts General Law, Part 1, Title 22, Chapter 156a, § 2 a Professional Corporation in Massachusetts as:

"...a domestic corporation organized under this chapter for the purpose of rendering one or more professional services."

Part 1, Title 22, Chapter 156a, § 2 also specifies a few of the professions permitted to form a Professional Corporation in Massachusetts, which include, but may not be limited to:

Check with the Secretary of the Commonwealth to confirm whether your business should and can be a Professional Corporation.

Foreign Corporation

If your business operates in another state and you want to expand into Massachusetts — or vice versa — you’ll need to form a Foreign Corporation.

Learn more about Massachusetts Foreign Corporation registration.

Nonprofit Corporation

Charitable organizations can incorporate as nonprofit corporations. This means all the profits they generate are donated to the organization supported by the charity, minus administrative costs.

A nonprofit corporation is also exempt from federal and state taxes, allowing more of the profit to benefit the charity.

Note: Everything in this guide applies to for-profit corporations, and mostly to C Corps and S Corps. Items listed as requirements for forming a corporation may or may not also apply to nonprofits.

Limited Liability Company

Depending on the type of business you want to start, or your personal circumstances and goals, an LLC may be a better option. For example, you may only want to build a small business that you yourself will run with just a few employees and you may not need the options to buy and sell stock.

A Massachusetts LLC is usually a better option for a smaller business. It's easier to set up, but it still offers you certain advantages you'd get from a corporation. You can even have your LLC treated as an S Corporation for tax purposes to save you money.

Regardless of which direction you decide to go, we can help you with your Massachusetts business registration.

Learn more about limited liability companies.

Sole Proprietorship or Partnership

These are the simplest types of businesses to set up. That's because there's no real setup to do. If you don't choose to form a separate business entity, by default, you'll have either a sole proprietorship (just you) or a partnership (you and one or more other people).

Neither of these options provide you with any special benefits or liability protections and can leave your personal assets vulnerable. For these reasons, we don't recommend them.

Compare business entity types to decide which one is best for you.

Helpful Resources from the State of Massachusetts

More Information in This Guide