Form a Corporation in Massachusetts.

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Choosing a Corporation Name

Your Massachusetts corporation’s name must be different from any other authorized business entity on file with the Secretary of the Commonwealth. This applies to entities formed in the state, as well as those originally formed elsewhere but authorized to conduct business in Massachusetts.

The corporation’s name must include either the word “Incorporation,” “Incorporated,” “Company,” or “Limited” (or an abbreviation thereof) at its end, and it can’t include language that might suggest or imply that the corporation has been formed for a purpose not permitted by law or allowed by its articles of organization.

The Corporations Division does not allow symbols as part of a corporate name-for example, the name “Pri¢e Bu$ters” would not be allowed. The Corporations Division also discourages the use of initials, numbers, hyphens, apostrophes, and commas in corporate names. If you do include punctuation in your corporation’s name, it must be included on all filing documents with the office.

You can reserve an available corporate name with the state for 60 days for a $30 fee.

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


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.


  • 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.


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.

Learn more about incorporating in Massachusetts

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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Commonly Asked Questions For Starting a Massachusetts Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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