What is a Massachusetts Corporation?
Massachusetts Corporation or Massachusetts INC, is a business formation registered with the Massachusetts Secretary of State. The Massachusetts Corporation will be able to issue shares of stocks to employees and investors, unlike an LLC in Massachusetts.
Massachusetts Corporation Requirements
- State Filing Fee of $275(+).
- A Registered Agent located in Massachusetts. See our service here.
- Articles of Organization.
- Beneficial Ownership Information Report filing. Your report must be submitted after company formation starting January 1, 2024.
Massachusetts Corporation Structure
MA Corporations are structured legally with the Massachusetts Articles of Incorporation. Like many states, the document for a Corporation formation is short and simple.
The required information to be listed:
- Registered Agent
- Principal Office
The exact name of the Massachusetts Corporation is to be listed as Article 1 on the Articles of Organization for a Domestic Corporation in MA.
You may list different types of shares of stock with a Massachusetts Corporation. The type, number of shares and par value will be established on the filing.
The Massachusetts Registered Agent name and address is required information in order to process the filing at state level.
The names and addresses, if different from the Principal Office, of the President, Treasurer, Secretary and Director(s) will be listed.
The fiscal year end of the Corporation in Massachusetts is to be determined.
A brief description of the type of business the Corporation is to perform will be recorded on the Articles of Organization for a MA Corp.
The street address for your Principal Office will be recorded for public record.
The address where the records are kept is to be listed. The address can be a Principal Office, Office of Transfer Agent, Office of Secretary and a Registered Office address is acceptable.
|Massachusetts Corporation Facts|
|Filing Document||Articles of Organization|
|Incorporation Cost||$275 (minimum)|
|Filing Agency||Secretary of the Commonwealth|
|Our Fee||$470 (includes registered agent service)|
|Filing Time||3 to 5 Business Days|
|Annual Report Due||2 ½ Months After Fiscal Year End|
|Annual Report Fee||$125 ($109 online)|
How to File a Massachusetts Corporation
Steps to Incorporate for a Massachusetts Corporation:
- Name the Massachusetts Corporation: When selecting a name for your corporation, keep in mind that it must be distinguishable from all other entities already registered in the Commonwealth. You can do a business entity name search to see if your name is currently available.
- File Articles of Organization: To form a corporation, you must file Articles of Organization with the Secretary of the Commonwealth. A filing fee of at least $275 is assessed on the filing. The total fee is based upon the number of shares of stock authorized by the corporation.
- Designate a Registered Agent: A registered agent accepts service of process and official business mail on behalf of your corporation. The appointment of an agent is required by the laws of the Commonwealth. An agent is required to maintain a registered office throughout the year.
- Create Corporate Bylaws: Bylaws determine the ownership and the management of your company. Bylaws outline the initial shareholders, their rights and responsibilities within the corporation, as well as their initial contributions given in return of shares of stock. Bylaws also detail how the corporation’s management will operate.
- Open Bank Accounts: Corporate bank accounts can be opened after you incorporate. Each bank will have its own individual requirements for opening accounts. Most banks will require copies of your Articles of Organization, corporate Bylaws, and an initial resolution authorizing the opening of accounts.
- Submit Annual Report: Each year after incorporation you must submit an Annual Report to the Corporations Division. The deadline is two and a half months after the end of your fiscal year. Corporations must pay $125 for mailed reports or $109 online.
- File Beneficial Ownership Information Report: You must a file a BOI report with the Financial Crimes Enforcement Network after formation, starting January 1, 2024. The BOI report is free to file and must be submitted online.
What is the Effective Date?
The effective date is the date and time your Articles of Organization were received by the Secretary of the Commonwealth (assuming the Articles are not rejected). This date is the first date at which your corporation officially exists within the state.
You may select a later date than when you submit your filing, but the date can be no more than 90 days after your date of submission.
How Do I Calculate My Formation Fee?
Your formation fee is determined by the amount of stock your corporation authorizes. The minimum fee is $275, which accounts for the first 275,000 shares of stock. For each additional 100,000 shares (or fraction thereof) you must pay an additional $100.
For example, if you authorize 300,000 shares, your fee will be $375.
Massachusetts Registered Agent Legal Responsibilities
A Massachusetts registered agent has responsibilities laid out by the laws of the Commonwealth. All agents are required to have a registered office, which is a physical street address within the state (a post office box is not acceptable) where certified mail can be delivered. The registered office must be kept open during regular business hours throughout the year. On behalf of clients, registered agents accept service of process (notice of lawsuit against the corporation) and official business mail. When documents are accepted, the client must be contacted and the documents must be forwarded to clients in a timely manner.
Corporations are taxed in the Commonwealth in two ways. First, there is a 9.5% tax on the business ($456 minimum fee). Second, there is a property tax corporations must pay. Property tax is levied at $2.60 for every $1000 of in-state assets.
After incorporation, you must submit an Annual Report to the Corporations Division each year. The due date is two and a half months after the end of your fiscal year. Corporations pay a $125 if submitting by mail. The online fee is $109.
Federal Beneficial Ownership Information Report Filing
Starting January 1, 2024, most newly-formed corporations are required to file a Beneficial Ownership Information (BOI) report with the Financial Crimes Enforcement Network (FinCEN) following company formation. On your report, you’ll need to disclose some basic details about your company and those with the most control over your corporation’s profits and operations. Save yourself from the additional paperwork with our $9 BOI report filing service.
Why Hire Corporate Filing Solutions to Form Your Massachusetts Corporation?
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