Why Start an MA Corporation?
The state offers a range of support options to businesses in Massachusetts, giving them a competitive edge. Your corporation may be able to take advantage of certain incentives, provided it meets qualifying criteria.
For example, the Economic Development Incentive Program (EDIP) seeks to create new jobs and help businesses grow by offering credits to lower taxes in exchange for job creation.
For many entrepreneurs looking to start a larger business, an MA incorporation may be the best choice. As a corporation, your business is able to buy and trade stock, and when it comes to excess profits, corporations offer more flexibility than a limited liability company (LLC). A corporation is allowed to pass income and losses to its shareholders, who report taxes on an individual tax return at ordinary levels.
Is an LLC Better Than a Corporation?
It all depends on your goals. Limited liability companies are usually a better option for smaller businesses. An LLC is easier to set up and receives many of the same benefits as corporations, but with less regulation.
Learn more about forming a Massachusetts LLC so you can decide which business entity is right for you.
Benefits of Forming a Massachusetts C Corporation
It offers you numerous advantages including, but not limited to:
- The strongest form of liability protection possible by insulating your personal assets and finances from business debts, obligations, damages, bankruptcy or other liabilities
- Several options to create, buy, sell or transfer stock, including publicly
- The ability to issue more than one type of stock
- The ability to raise more funds by issuing more stock
- The ability to sell stock to investors inside and outside the U.S.
Benefits of Forming a Massachusetts S Corporation
It offers several advantages similar to those provided by a C Corp including, but not limited to:
- Options for creating, transferring and selling stock, though not as many as a C Corp
- The capacity for up to 100 shareholders
- Simpler rules than those that apply to C Corporations
- Easy transfer of ownership simply by selling your stock
- The possibility of saving money by allowing you to pay less self-employment tax
In this guide, you’ll find information on naming your corporation, getting a Registered Agent, the fees you’ll need to pay, business taxes and much more. We also cover what you'll need to register your corporation and how you'll interact with the Secretary of State in Massachusetts (sometimes referred to as the Secretary of the Commonwealth).
Start a Business in Massachusetts Checklist
To help you along the way, use our Starting a Business checklist to keep track of everything you need to do to get your business up and running.
How to Form an MA Corporation Yourself in 6 Steps
Step 1 - Choose a Unique Business Name and Complete a State Business Search
Step 2 - Provide an Official Business Address for Your Corporation
Step 3 - Assign a Registered Agent
Step 4 - File Your Articles of Organization with the Massachusetts Secretary of State
Step 5 - Get an Employer Identification Number (EIN) from the Internal Revenue Service
Step 6 - Write Your Bylaws
1
Choose a Unique Business Name and Complete a State Business Search
Every Massachusetts business must have a unique name that isn't already being used by another business in the state. If you’re having difficulty thinking of a name, try using our Business Name Generator to gather ideas. You'll also need to follow a few naming rules, which you can read about in detail on the Massachusetts Corporation Names page.
Once you’ve decided on a name, you’ll need to make sure it’s available in Massachusetts. To see whether another company in the state is using your desired business name, use our tool to do a Massachusetts entity search.
You can also carry out an entity name search on the state's website.
2
Provide an Official Business Address for Your Corporation
All MA corporations must have a designated address. It could be your home address (if you’re running the company from your residence), a building where your office is located or any physical address of your choice. The address can be outside the state of Massachusetts and can be a P.O. Box.
You may also be able to use a virtual mailbox for your business address. Incfile can provide you with a Massachusetts virtual mailbox where we'll receive your mail and scan it for your online review. This can be especially helpful if you run a home-based business and don't want your home address published as part of your business public record.
3
Assign a Registered Agent
A Registered Agent in Massachusetts is someone who receives official correspondence and is responsible for filing reports with the Massachusetts Secretary of State. Every Massachusetts corporation is required to have a Registered Agent.
You can fill this position yourself, assign another manager in your business or use a Registered Agent service. If your Registered Agent in Massachusetts is a person, they must have a physical street address in Massachusetts and must be available during business hours to receive important documents and communications on behalf of your company. You'll appoint your Registered Agent when you file your Articles of Organization with the Secretary of State and formally create your corporation.
All of Incfile’s business formation packages include Registered Agent service. It’s free for the first year and just $119 per year after that. You can also access a digital dashboard to view any document we've received on your behalf.
4
File Your Articles of Organization with the Massachusetts Secretary of State
Once you've gathered all the information for your corporation, you’ll need to file a form (Articles of Organization) with the Secretary of State. This will officially create your business.
Here’s what is typically included:
- The exact name of the corporation
- Your corporation's purpose, which by default is "all corporations formed pursuant to G.L. Chapter 156D have the purpose of engaging in any lawful business", or you may specify if you want a more limited purpose
- The corporation’s capital structure (number of shares to be issued)
- Registered Agent's name and address
- The names and street addresses of the individuals who will serve as the initial directors, president, treasurer and secretary of the corporation
- The fiscal year end of the corporation
- A brief description of the type of business
- The street address of the principal office
- The street address where the records of the corporation required to be kept in the commonwealth are located
- Signature(s) and name(s) of incorporator(s)
Your Articles of Organization may be filed online via the state's online filing system. You can also mail the form to the Office of the Secretary of the Commonwealth, Corporations Division, or Incfile can file it on your behalf. The MA Corporation filing fee is $275.
File by Mail
Secretary of the Commonwealth,
Corporations Division
One Ashburton Place, 17th Floor
Boston, MA 02108-1512
You only need to file your Articles of Organization in Massachusetts once, but once a year, you'll also need to file an annual report with the Secretary of the Commonwealth in MA. Incfile can remind you about this every year, or we can do it for you if you have us handle the paperwork.
What are the fees and requirements to incorporate in Massachusetts?
| State Fee | State Filing Time | Expedited Filing Time |
| $265 | 3 Weeks | 1 Business Day |
| State Fee | $265 | |
| State Filing Time | 3 Weeks | |
| Expedited Filing Time | 1 Business Day |
Annual Report
Frequency
Annually
Due Date
2 1/2 months after of fiscal year.
Filling Fee
$1105
Get an Employer Identification Number (EIN) from the Internal Revenue Service
You'll need an EIN to identify your business to the IRS. You use this number for filing and paying taxes, submitting payroll information and payments for your employees and opening a business bank account. You can obtain one directly from the IRS, or Incfile can get one for you as part of the MA corporation creation process.
6
Write Bylaws
A set of rules that govern how a corporation will be run, bylaws detail how many directors the corporation will have, whether the board of directors will have annual meetings and what the voting requirements will be, among other things.
Some states legally require companies to create bylaws, and the state of Massachusetts is one of them. However, you aren't required to file your bylaws with the Secretary of the Commonwealth, simply keep them with your other business records.
It's always a good idea to write and follow bylaws to protect your business from any future changes and events.
Types of MA Corporations
C Corporation
C Corporation When you initially file to start a corporation, by default, it's a C Corp. This is the choice for large businesses that will trade shares in the stock market.
A Massachusetts C Corporation will offer you several liability protections, but it will also be required to adhere to numerous strict rules and regulations. It will also likely have a substantial amount of administrative overhead, and won't enjoy as many tax advantages as other corporation types.
Learn more about C Corporations.
S Corporation
Technically, an S Corporation isn't a business entity the way LLCs and C Corporations are. It's a tax filing status. An LLC or a C Corporation can be an S Corporation. It's just a matter of filing a form with the IRS.
The main reason to file as an S Corp is to save money on self-employment taxes. To get an idea of how much money you might save, use our S Corp Tax Calculator.
If you want your Massachusetts C Corporation to be treated as a Massachusetts S Corporation, file the IRS Election by a Small Business Corporation form, also known as Form 2553 or an S Corp Election form.
Consult with your tax professional or accountant to determine whether this is your best option.
Learn more about S Corporations.
Compare S Corp vs. C Corp to learn the benefits and drawbacks of both, and decide which one will best suit your needs.
Professional Corporation
Some states, including Massachusetts, allow certain occupations to form Professional Corporations. Massachusetts General Law, Part 1, Title 22, Chapter 156a, § 2 defines a Professional Corporation in Massachusetts as:
"...a domestic corporation organized under this chapter for the purpose of rendering one or more professional services."
Part 1, Title 22, Chapter 156a, § 2 also specifies a few of the professions permitted to form a Professional Corporation in Massachusetts, which include, but may not be limited to:
- Physicians
- Surgeons
- Chiropractors
- Podiatrists
- Engineers
- Electrologists
- Physical therapists
- Psychologists
- Certified public accountants
- Public accountants
- Dentists
- Veterinarians
- Optometrists
- Acupuncturists
- Registered nurses
- Attorneys-at-law
Show all
Check with the Secretary of the Commonwealth to confirm whether your business should and can be a Professional Corporation.
Foreign Corporation
If your business operates in another state and you want to expand into Massachusetts — or vice versa — you’ll need to form a Foreign Corporation.
Learn more about Massachusetts Foreign Corporation registration.
Nonprofit Corporation
Charitable organizations can incorporate as nonprofit corporations. This means all the profits they generate are donated to the organization supported by the charity, minus administrative costs.
A nonprofit corporation is also exempt from federal and state taxes, allowing more of the profit to benefit the charity.
Note: Everything in this guide applies to for-profit corporations, and mostly to C Corps and S Corps. Items listed as requirements for forming a corporation may or may not also apply to nonprofits.
Limited Liability Company
Depending on the type of business you want to start, or your personal circumstances and goals, an LLC may be a better option. For example, you may only want to build a small business that you yourself will run with just a few employees and you may not need the options to buy and sell stock.
A Massachusetts LLC is usually a better option for a smaller business. It's easier to set up, but it still offers you certain advantages you'd get from a corporation. You can even have your LLC treated as an S Corporation for tax purposes to save you money.
Regardless of which direction you decide to go, we can help you with your Massachusetts business registration.
Learn more about limited liability companies.
Sole Proprietorship or Partnership
These are the simplest types of businesses to set up. That's because there's no real setup to do. If you don't choose to form a separate business entity, by default, you'll have either a sole proprietorship (just you) or a partnership (you and one or more other people).
Neither of these options provide you with any special benefits or liability protections and can leave your personal assets vulnerable. For these reasons, we don't recommend them.
Compare business entity types to decide which one is best for you.
Helpful Resources from the State of Massachusetts
More Information in This Guide
You’ll find plenty more insight and guidance on the other pages of this guide, including:
How to search the state business registry and find the right name. Includes information on naming rules, DBA names, reserving names for MA corporations and more.
How to appoint, change and search for Registered Agents. Also includes the duties they fulfill and the rules they’re required to follow.
Details the various fees you’ll need to pay and the state and federal requirements you’ll need to meet. Includes details about Employer Identification Numbers (EINs), state and federal business licenses, annual reports and more.
Covers the various taxes you’ll have to pay to the state and federal governments. Includes details about state taxes such as sales and franchise, and federal taxes such as income and self-employment.
Launch
Your Business with Incfile
No contracts. No surprises.
Only $0 + state fee to launch your business.
Start Now