Do I need a lawyer to Incorporate in Massachusetts? |
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The short answer is no.
The state of Massachusetts does not legally require a lawyer to form a
Massachusetts Corporation.
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The short answer is no.
The state of Massachusetts does not legally require a lawyer to form a
Massachusetts Corporation.
Our detailed Incorporation Information page may help you understand some
of the implications of forming a Massachusetts Corporation.
However, if there is anything about Incorporating in Massachusetts
that you're not sure about you should seek the advice of a competent Massachusetts lawyer, a Massachusetts accountant,
or both before you Incorporate in Massachusetts.
Once you have made the decision to Incorporate in Massachusetts, a Massachusetts lawyer
can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents
to perform these services and save money that you can use in your new Massachusetts Corporation.
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Do I have to Reserve a Company Name before I Incorporate in Massachusetts?
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You are not legally required to reserve a Company Name for a new Massachusetts Corporation before you submit your application to Incorporate in
Massachusetts.
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You are not legally required to reserve a Company Name for a new Massachusetts Corporation before you submit your application to Incorporate in
Massachusetts.
Whether or not you need to reserve a company name for your new Massachusetts Corporation depends entirely on your business situation.
The Massachusetts Secretary of the Commonwealth uses names on a first come first served basis.
So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Massachusetts Company Name.
Click here for more information on
Massachusetts Company Name Reservation
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What if the Massachusetts Corporation Name I want is already taken?
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If the Name you have chosen for your new Massachusetts Corporation is already in use by a currently active
Massachusetts Corporation or LLC, and you still want to use that Corporation Name, then you will have to register a DBA Name with the administrative clerk in each Massachusetts city or town in which you want to do business. "DBA" is an abbreviation for "Doing Business As."
We verify that the Name you have chose for your new Massachusetts Corporation is available before we submit
your Incorporation filing to the Massachusetts Secretary of the Commonwealth.
If necessary we can register a DBA Name in Massachusetts for you so that you can open your new Massachusetts business as quickly as possible.
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What do I have to do to Incorporate in Massachusetts?
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8 things you have to do in order to Incorporate in Massachusetts.
1. Choose a name for your Massachusetts Corporation
2. Select an official address and a Registered Agent for your Massachusetts Corporation
3. Choose a Board of Directors for your Massachusetts Corporation
4. Decide who will be Officers for your Massachusetts Corporation
5. Determine how you want your Massachusetts Corporation to be taxed
6. File Articles of Incorporation with the Massachusetts Secretary of the Commonwealth
7. Get a Federal Employer Identification Number (FEIN)
8. Issue Stock Certificates to the Initial Shareholders
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1. Choose a name for your Massachusetts Corporation
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Your Massachusetts Corporation name can identify the type of products and services your business will provide;
or it may be the name of the founder; or it can be a combination of the two or something else.
In any case, the Massachusetts Corporation name that you choose must be distinguishable from the name of any other registered Massachusetts Corporation or other
business entity and the name must also be different from any reserved names on record with the state of Massachusetts.
Your Massachusetts Corporation name must not imply that it was formed for a purpose other than that stated in your
Articles of Incorporation;
and your Massachusetts Corporation name must not be a name that is likely to mislead the public.
The name of a Massachusetts Corporation must include the word "Corporation" or
"Incorporated" or an abbreviation of one of these words.
It's important to choose a good name for your Massachusetts Corporation because if you want to change it after you incorporate you
will have to file amended Articles of Incorporation with the Massachusetts Secretary of the Commonwealth (and pay a fee).
We will:
- Check to make sure that your Massachusetts Corporation name is available
- Make sure your Massachusetts Corporation name conforms to state of Massachusetts regulations
- Reserve your Massachusetts Corporation name with the Massachusetts Secretary of the Commonwealth
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2. Select an official address and a Registered Agent for your Massachusetts Corporation
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Every Massachusetts Corporation must have an address that is physically located in the state of Massachusetts.
This address is "registered" with the Massachusetts Secretary of the Commonwealth.
The Registered Address is where official and legal correspondence can be delivered.
The individual or company that is registered with the state of Massachusetts to receive all correspondence on behalf of the Massachusetts
Corporation is called a "Registered Agent".
You may act as your own Registered Agent, however, many Massachusetts Corporations hire a Registered Agent because they don't have a physical
address within the state of Massachusetts or to provide a distinct level of privacy.
- We can act as the official Registered Agent for your Massachusetts Corporation.
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3. Choose a Board of Directors for your Massachusetts Corporation
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All Massachusetts Corporations are required to have a Board of Directors.
Directors are the people who will set policies for your Massachusetts Corporation and manage the business and its resources.
In the majority of small corporations directors are the owners.
The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors.
The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders.
One of the most important duties of the Board of Directors is electing Officers for your Massachusetts Corporation.
The same person may be a Director and an Officer at the same time.
Directors need not be residents of the state of Massachusetts or shareholders of the Massachusetts Corporation unless the Articles of Incorporation
or Bylaws require it.
Normally Directors for your Massachusetts Corporation are elected for a term of one year.
Elections are held at the annual meeting of Shareholders.
The Directors serve until the next annual Shareholders meeting.
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4. Decide who will be Officers for your Massachusetts Corporation
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The Board of Directors elects Officers for your Massachusetts Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.
Officers serve at the pleasure of the Board of Directors of the Massachusetts Corporation.
Officers handle the day to day operation of the Massachusetts Corporation.
Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a Massachusetts Corporation
the same person may hold more than one Corporate Office at the same time.
However, there are certain legal affairs in which the same person cannot act in more than one capacity.
One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings
and for authenticating records for the Massachusetts Corporation.
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5. Determine how you want your Massachusetts Corporation to be taxed
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The Massachusetts Corporate Income Tax Rate is 8.75%.
You may form an S Corporation in Massachusetts.
S Corporations may "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable
personal rate.
S Corporations do not pay any Massachusetts Corporate Income Tax.
Click here for more Massachusetts Corporate Tax Information .
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- If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Massachusetts Corporation and include it with
your Incorporation documents.
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6. File Articles of Incorporation with the Massachusetts Secretary of the Commonwealth
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In order to form a Corporation in Massachusetts you must file Articles of Incorporation with the Massachusetts Secretary of the Commonwealth.
The Articles of Incorporation must include certain specific information about your Massachusetts business. If the Articles do not conform exactly to state of Massachusetts requirements they will be rejected.
You may subsequently amend the Articles of Incorporation for your Massachusetts Corporation but you will have to pay a fee to the state of
Massachusetts in order to make the changes official.
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7. Get a Federal Employer Identification Number (FEIN)
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A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a
business entity.
An FEIN is like a Social Security Number for your Massachusetts Corporation.
All Massachusetts Corporations are required to have an FEIN.
- We can obtain an FEIN for your Massachusetts Corporation.
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8. Issue Stock Certificates to the Initial Shareholders
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Corporate stock is evidence of ownership of a Massachusetts Corporation.
When you form your Massachusetts Corporation, you will need to determine what type of stock and the number of shares of each type that
you want to authorize.
You do not have to sell the number of shares that are authorized.
Many small Massachusetts Corporations hold 100% of the shares.
Stockholders in a Massachusetts Corporation are entitled to voting rights or dividends of the Corporate profits or both.
Whoever owns over 50% of the stock of the Massachusetts Corporation is able to make all Corporate business decisions.
Massachusetts Corporations usually hold at least 51% of the corporate stock in order to retain control of the Massachusetts Corporation.
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What do I have to do after I form my Massachusetts Corporation? |
6 things you have to do after you Incorporate in Massachusetts.
1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
2. Open a Business Bank Account in Massachusetts for your MA Corporation
3. Obtain Business Licenses from the cities and counties in which you plan to do business
4. Hold Meetings of Shareholders and Directors of each year.
5. File the required Massachusetts Corporation reports
6. Keep proper records of your Massachusetts Corporation on file
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1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
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The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.
Bylaws are the internal rules of your Massachusetts Corporation.
They are adopted by the Board of Directors and vary widely from Corporation to Corporation.
Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and
Shareholders are to be conducted; what Officers the Massachusetts Corporation will have and a description of each of their duties.
As your company grows over time, you may amend your bylaws as necessary.
Bylaws generally cannot be amended by the Board of Directors unilaterally.
A vote by the majority of Stockholders of the Massachusetts Corporation is usually required to amend the Corporate Bylaws.
Bylaws may include any rules for managing the business and conducting corporate affairs.
Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or Massachusetts law or
the Massachusetts Corporation's Articles of Incorporation.
A copy of the Corporate Bylaws should be maintained at the Corporation's principal Massachusetts office.
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2. Open a Business Bank Account in Massachusetts
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It's very important that you have a separate business bank account for your Massachusetts Corporation.
Mixing personal and business funds can get you in a lot of trouble with the tax man down the line.
It's a good idea to contact the bank before you open a business bank account.
Specific requirements vary from bank to bank.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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- We can research and prepare the necessary forms for your required business licenses and permits and include
them in your Massachusetts Incorporation package.
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Note that forming a Massachusetts Corporation doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
A Massachusetts Corporation merely creates an ownership structure that limits the owners' personal liability.
You may still need to take care of getting set up to do business with your local government.
Depending on the nature of the business and the location of your Massachusetts Corporation you may need to get one or more city
business licenses or permits.
The business licenses or permits that are required for your Massachusetts Corporation vary depending on your business activities
and the specific locations within the state of Massachusetts in which you want to conduct business.
If your Massachusetts Corporation will be selling products in Massachusetts you may be required to obtain a Reseller's Permit from the appropriate
Massachusetts state agency.
If your Massachusetts Corporation will be selling products in Massachusetts you will also be responsible for all applicable local and state of Massachusetts
sales taxes if there are any.
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4. Hold Meetings of Shareholders and Directors of each year.
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Every Massachusetts Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting
on file.
A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.
The minutes of each meetings must be open for inspection by any Shareholder or Director.
This meeting requirement is often overlooked and comes into play when the Massachusetts Corporation is challenged for any reason.
Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your
Massachusetts Corporation a lot of potential trouble.
- We can transcribe the minutes of any meeting of your Massachusetts Corporation into a form that complies with all
state of Massachusetts requirements.
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5. File the required Massachusetts Corporation reports
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| The Massachusetts Secretary of State does not have any Initial Annual Report filing requirements for Massachusetts Corporations. | Every Massachusetts Corporation is required to file an Annual Report with the MA Secretary of State EACH year.
The Massachusetts Corporation Annual Report is due at the Massachusetts Secretary of State two and one-half months after the end of the MA Corporation's fiscal year.
For example, if the Massachusetts Corporation's fiscal year ends on December 31 then the MA Corporation Annual Report is due at the Massachusetts Secretary of State by March 15 of the following year. | | If a Massachusetts Corporation does not file its Corporation Annual Report with the MA Secretary of State by the due date the Massachusetts Secretary of State will impose a late fee on the MA Corporation. |
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We can fill out and file any Annual Report with the Massachusetts Secretary of the Commonwealth after your Massachusetts Business gets going.
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6. Keep proper records of your Massachusetts Corporation on file
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Keep the following records on file and available at the principal business office of your Massachusetts Corporation:
- Names and addresses of all Directors and Officers of the Massachusetts Corporation
- Articles of Incorporation for the Massachusetts Corporation and any Amendments to them
- Corporate Bylaws for the Massachusetts Corporation and any Amendments to them
- List of current shareholders of the Massachusetts Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the Massachusetts Corporation
- Copies of all tax returns and Annual Reports for the Massachusetts Corporation for the last 3 years
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What information do I need in order to Incorporate in Massachusetts? |
In order to Incorporate in Massachusetts you'll need certain specific information about your new Company
including the Corporation name and address; and Registered Agent information.
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In order to Incorporate in Massachusetts you'll need the following information about your new Company:
- The name of your new Massachusetts Corporation along with your second choice of a name in case the name that you want is not available
- Physical addess of the Corporation office in Massachusetts (not a PO Box)
- Name and address of your Massachusetts Registered Agent (not a PO Box)
- A description of the nature of the business you are planning to operate with the Massachusetts Corporation
- The yearly tax closing month of the Massachusetts Corporation
- Names and addresses of the initial Directors of the Massachusetts Corporation
- Names and addresses of each Officer of the Massachusetts Corporation
- The number of shares of stock that the Massachusetts Corporation will be authorized to issue
- The par value of the shares which the Massachusetts Corporation will be authorized to issue
Remember - ALL the information that you provide when you Incorporate in Massachusetts becomes part of the public record.
Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Corporation in Massachusetts.
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How long does it take to Incorporate in Massachusetts? |
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Processing times for new Massachusetts Corporation applications vary depending on the work load of the
Secretary of the Commonwealth's staff.
We've found that normal processing of new Massachusetts Articles of Incorporation takes the state around 1-2 business days.
Add 2-3 days for the time period for shipping the final documents by mail.
Choosing our Express Mail option can shave a couple of days off the total processing time for your Massachusetts LLC.
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PLEASE NOTE: WE CANNOT GUARANTEE MASSACHUSETTS SECRETARY OF THE COMMONWEALTH PROCESSING TIMES.
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We are dependent on, and have no control over, the staff and systems of the Massachusetts Secretary of the Commonwealth.
In our experience 1-2 business days is the time it usually takes the Massachusetts Secretary of the Commonwealth to process
a new Massachusetts Corporation application.
We get your Massachusetts Corporation application to the MA Secretary of the Commonwealth ASAP.
Once it is at the state we have no control over the new Massachusetts Corporation application process.
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How much does it cost to Incorporate in Massachusetts? |
The state of Massachusetts charges $335.00 to Incorporate in MA.
This is the cost of filing and getting a Certified Copy of your Articles of Incorporation from the MA Secretary of the Commonwealth.
If you choose All Business Documemnts to help you Incorporate in Massachusetts our processing fees are $125.00.
We start processing your new Massachusetts Corporation order as soon as we get it.
Total cost includes:
- MA Name Check and Reservation
- Prepare Articles of Incorporation
- File Articles of Incorporation with the Massachusetts Secretary of the Commonwealth
- Certified Copies of Articles
- Massachusetts Corporation Checklist
- Priority Mail Delivery
- Unlimited Customer Support
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What is a Massachusetts Professional Corporation? |
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Massachusetts then you will
most likely need to form a Massachusetts Professional Corporation.
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Massachusetts then you will
most likely need to form a Massachusetts Professional Corporation.
Attorneys, architects, engineers, public accountants, nurses and physicians, among others, may require registration as a Professional
Corporation with the Massachusetts Secretary of the Commonwealth.
Depending on exactly what it is that you want to do in Massachusetts, approval from a specific Massachusetts state agency or board may be required before the MA Secretary of the Commonwealth will approve a new
Massachusetts Professional Corporation filing.
This could add to the total processing time for a new Massachusetts Corporation.
Click here for more information on a
Massachusetts Professional Corporation.
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Massachusetts Foreign Corporation Qualification |
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You want to do business in the state of Massachusetts but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Massachusetts you must register with the Massachusetts Secretary of the Commonwealth as
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You want to do business in the state of Massachusetts but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Massachusetts you must register with the Massachusetts Secretary of the Commonwealth as
a Massachusetts Foreign Corporation.
The process of registering as a Foreign Corporation in the state of Massachusetts is called Massachusetts Corporation Foreign Qualification.
The process of Massachusetts Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in the state of Massachusetts.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your Massachusetts Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the Massachusetts Foreign Corporation.
Click here for specific requirements for
Massachusetts Corporation Foreign Qualification.
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