Massachusetts Articles of Incorporation
In Massachusetts you form a corporation by filing Articles of Organization with the Secretary of the Commonwealth for 275 dollars. Attorney review available.
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Introduction
In Massachusetts the founding document that most states call articles of incorporation goes by a different name, the Articles of Organization, which you file with the Secretary of the Commonwealth, Corporations Division, under M.G.L. c. 156D to create a business corporation as a separate legal entity. Massachusetts uses the term Articles of Organization for a business corporation, not articles of incorporation, but the two names describe the same founding filing. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the corporation debts. Massachusetts law requires the articles of organization to set forth a corporate name that satisfies section 4.01 and the number of shares the corporation is authorized to issue, with any required description of additional classes or series in conformity with section 6.01 (M.G.L. c. 156D, section 2.02). The base filing fee paid to the Secretary of the Commonwealth is 275 dollars, which covers up to 275,000 authorized shares, plus 100 dollars for each additional 100,000 shares. The corporation must maintain a resident agent with a physical Massachusetts street address. After the corporation is formed, Massachusetts imposes a corporate excise with a minimum tax of 456 dollars per year, collected by the Department of Revenue. Every corporation must file an annual report with the Secretary of the Commonwealth within two and one half months after the close of its fiscal year, with a 125 dollar fee by paper (109 dollars online). DocDraft builds your Massachusetts articles of organization from your facts, with attorney review available before you file. The fee and tax figures come from two agreeing grounded sources and should be re-confirmed against the Corporations Division before filing.
Key Things to Know
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In Massachusetts, articles of incorporation are the founding document that creates a corporation as a separate legal entity, but the state names that document the Articles of Organization, filed with the Secretary of the Commonwealth under M.G.L. c. 156D.
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You file the Articles of Organization with the Massachusetts Secretary of the Commonwealth, Corporations Division. The base filing fee is 275 dollars for up to 275,000 authorized shares, plus 100 dollars for each additional 100,000 shares.
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Massachusetts requires the articles of organization to set forth a corporate name that satisfies section 4.01 and the number of shares the corporation is authorized to issue, with any required description of additional classes or series in conformity with section 6.01 (M.G.L. c. 156D, section 2.02).
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The corporation must maintain a resident agent with a physical Massachusetts street address who accepts service of process and legal notices on the corporation behalf (M.G.L. c. 156D).
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After formation, Massachusetts imposes a corporate excise with a minimum tax of 456 dollars per year, owed regardless of net income, and collected by the Massachusetts Department of Revenue.
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Every Massachusetts corporation must file an annual report with the Secretary of the Commonwealth within two and one half months after the close of its fiscal year, with a 125 dollar fee by paper or 109 dollars online.
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Articles of organization form a corporation in Massachusetts. To form a Massachusetts limited liability company you file a certificate of organization under M.G.L. c. 156C instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in Massachusetts, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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Massachusetts Requirements for Articles of Incorporation
File Articles of Organization With the Corporations Division
Massachusetts forms a business corporation by filing Articles of Organization (not articles of incorporation) with the Secretary of the Commonwealth, Corporations Division, under M.G.L. c. 156D. The base filing fee is 275 dollars for up to 275,000 authorized shares, plus 100 dollars for each additional 100,000 shares. The corporation legally exists once the Corporations Division files the articles.
Corporate Name That Satisfies Section 4.01
The corporation name in the articles of organization must satisfy M.G.L. c. 156D section 4.01, include a corporate designator such as Corporation, Incorporated, Company, or Limited or an abbreviation, and be distinguishable from other entities on file with the Secretary of the Commonwealth.
Authorized Shares
The articles of organization must state the number of shares the corporation is authorized to issue, with any required description of additional classes or series in conformity with section 6.01. The number of authorized shares sets the filing fee (M.G.L. c. 156D, section 2.02).
Resident Agent With a Massachusetts Address
The corporation must maintain a resident agent with a physical Massachusetts street address who accepts service of process and legal notices on the corporation behalf. The resident agent is listed in the articles of organization (M.G.L. c. 156D).
Directors, Officers, and Fiscal Year
The filing form collects supplemental information beyond the required articles, including the initial directors, the president, treasurer, and secretary, the principal office, and the fiscal year end of the corporation (M.G.L. c. 156D, section 2.02).
File the Annual Report After Fiscal Year End
Every Massachusetts corporation must file an annual report with the Secretary of the Commonwealth within two and one half months after the close of its fiscal year, with a 125 dollar fee by paper or 109 dollars online. Filing on time keeps the corporation in good standing.
Corporate Excise Minimum Tax
Massachusetts imposes a corporate excise rather than a separate franchise tax, with a minimum tax of 456 dollars per year owed even with no net income, collected by the Department of Revenue. Confirm your obligations with the Department of Revenue.
Corporation Versus LLC
In Massachusetts, articles of organization under M.G.L. c. 156D form a corporation. To form a Massachusetts limited liability company you file a certificate of organization under M.G.L. c. 156C instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.