Form a Corporation in Massachusetts.

Articles of Incorporation

The existence of a domestic profit corporation begins when its articles of organization are filed with the Corporations Division of the Secretary of the Commonwealth’s office. The articles of organization must include the corporate name, the street address of the main corporate office, the number of authorized shares, the name and address of each incorporator, and some supplemental information that is not a permanent part of the articles, including

• The name and street address of the initial registered agent
• The names and addresses of the initial directors, president, treasurer, and clerk
• The corporation’s fiscal year
• A brief description of the corporation’s intended type of business or its Standard Industrial Classification (SIC) code
• The corporation’s federal tax employer identification number (EIN)

Massachusetts law also permits additional provisions to be included in the corporation’s articles of organization, such as:

• The purpose or purposes for which the corporation is organized (or the articles can include a statement that the corporation may engage in any lawful activity)
• Provisions managing the business and regulating the affairs of the corporation
• Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders or any class thereof
• A par value for authorized shares or classes of shares
• The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions
• The voluntary dissolution of the corporation
• A provision eliminating or limiting the personal liability of a director to the corporation for monetary damages for breach of fiduciary duty as a director

Massachusetts corporations must continuously maintain a registered agent in Massachusetts who is designated to receive official state administrative and legal correspondence. The agent may be an individual (who may be the secretary or officer of another corporation) and whose business office is the registered office of the corporation, or a corporation authorized to do business in Massachusetts, with a business office that is the same as the registered office.

The registered office may be-but does not have to be-the same as the corporation’s place of business.

Registered Agent and Office

Bylaws govern a Massachusetts corporation’s business and affairs. A corporation is required to keep a copy of its bylaws at its main executive office, but is not required to file them with the state. Either the incorporators or the board of directors should adopt corporate bylaws at their initial meeting, and then keep them updated as time goes on. Bylaws describe the corporation’s basic managerial and legal operating principles, including information on:

• Shareholders and directors meetings
• The authority, number, and tenure of directors
• Voting procedures
• The duties, responsibilities, and tenure of officers
• How stock is issued
• How and when annual financial information is provided to shareholders

Bylaws

A corporation’s board of directors must consist of at least one director, with the total number specified in the articles of organization the bylaws. If the corporation has only one shareholder, then only one director is necessary; if there are two shareholders, there must be at least two directors; and if there are three or more directors, there must be at least three directors.

The state does not mandate eligibility requirements for directors, but the articles or bylaws may specify director qualifications.

Officers may be appointed by the board of directors if not already listed in the bylaws, and those officers may appoint other officers if so authorized by the board or the bylaws.

Every corporation must have for its officers a minimum of a president, a treasurer, and a clerk (called a “secretary” in other states). The clerk or assistant clerk has the responsibility of preparing minutes of director and shareholder meetings and for authenticating corporate records. Two or more offices may be held by the same person.

Directors

• The corporation’s name and the state or country of incorporation
• The address of its registered office and the name of its registered agent at that office in the commonwealth
• The address of its principal office
• The names and business addresses of its directors, officers, and chief executive officer and chief financial officer, if different
• A brief description of any change in the nature of business
• The total number of authorized, issued, and outstanding shares, itemized by class and series, if any, within each class
• Any change in the designated fiscal year of the corporation

The corporation’s board of directors must send an annual report to all shareholders no more than 120 days after the close of the fiscal year, describing the financial position of the corporation for the fiscal year, as well as any statements of cash flows.

The corporation must also send out a report of condition to the Massachusetts Secretary of the Commonwealth within four months after the close of the fiscal year (but not before the date fixed in its bylaws for the annual meeting). This report must include the corporation name, the street address of the corporation’s principal office, particular stock information (including the total amount of the corporation’s authorized stock and its par value), and the names and addresses of the corporation’s directors and officers, as well as the date at which their terms of office expire.

Requirement Reports

Massachusetts’ corporate tax structure consists of a flat rate of 9.5% on all corporate income. Among states levying corporate income taxes, Massachusetts’ rate ranks fourth highest nationally.

Taxes

Massachusetts’ corporate tax structure consists of a flat rate of 9.5% on all corporate income. Among states levying corporate income taxes, Massachusetts’ rate ranks fourth highest nationally.