Key Takeaways

  • To incorporate in Massachusetts, you must file Articles of Incorporation (or Articles of Organization for LLCs) with the Secretary of the Commonwealth.
  • Articles must include required details like the corporation’s name, share structure, and incorporators’ signatures.
  • Corporations must appoint a registered agent with a physical Massachusetts address to receive legal notices.
  • Standard filing fees range from $275 (online) and vary by entity type; expedited filing is available for an additional fee.
  • Massachusetts corporations must file annual reports, pay state franchise taxes, and maintain good standing by keeping accurate records.
  • Amendments to Articles of Organization require formal filings and can include restated articles to consolidate prior changes.
  • LLCs file a Certificate of Organization, which has its own filing requirements and fees.

Articles of Incorporation MA are the documents filed with the state to legally create a corporation. They are like the Certificate of Organization, which is the document that officially forms an LLC in Massachusetts.

What's in Articles of Incorporation?

Articles of Incorporation include how many directors will make up the board. If you fail to define the board of directors' size, you are subject to the Massachusetts default — if you have three or more shareholders, you are required to have a minimum of three directors. If there are only two shareholders, you cannot have fewer than two directors.

Members on the board of directors are not required to be Massachusetts residents, or even shareholders in the corporation, unless the bylaws or Articles of Organization require either of these two criteria. In addition, your Articles of Organization have to include the corporation's name, the number of authorized shares, and any supplementary information that isn't included in the articles. There also needs to be a minimum of one signature from an incorporator.

You can order certified copies of your Articles of Incorporation, or your Articles of Organization, in person, online, or by mail.

Steps to Incorporate in Massachusetts

When you incorporate in Massachusetts, you must complete several legal steps to ensure your business is properly recognized by the state:

  1. Choose a Corporate Name – The name must be distinguishable from other businesses on record and include a corporate identifier like Inc., Corp., or Incorporated. You can reserve a name for 60 days by filing an application with the Secretary of the Commonwealth.
  2. Appoint a Registered Agent – Every corporation must have a registered agent with a Massachusetts street address to receive legal service of process.
  3. File Articles of Organization – Submit the completed Articles of Organization to the Secretary of the Commonwealth. Online filings are typically faster (approved in 24–36 hours) than mailed submissions.
  4. Pay the Filing Fee – The filing fee starts at $275 for up to 275,000 authorized shares, plus $100 for each additional 100,000 shares.
  5. Create Corporate Bylaws – Although not filed with the state, bylaws outline governance rules, officer roles, and shareholder rights.
  6. Hold an Organizational Meeting – At this first meeting, directors adopt bylaws, appoint officers, and issue shares.
  7. Apply for an EIN – Obtain a federal Employer Identification Number (EIN) from the IRS to open bank accounts and file taxes.

Amendments to Articles of Organization

If you need to make a change to any information in your Articles of Organization, specifically Article VIII, it must be done through a change of supplemental information. You cannot make any changes to your resident agent or his or her office on this particular form. Changes or additions to provisions in Article I through Article VI can be done through Articles of Amendment. If there are optional provisions in there, you are free to delete them with an amendment as well.

Consolidate all the corporation's amendments into a single document with a restatement of your Articles of Organization. Corporations can simultaneously amend their articles when a restatement is filed and include any amendments in the restated articles.

Ongoing Compliance Requirements

Incorporating in Massachusetts requires ongoing compliance to keep your corporation in good standing:

  • Annual Report – Corporations must file an annual report with the Secretary of the Commonwealth by March 15 each year. The fee is $125 if filed online or $100 if filed by mail.
  • Corporate Records – Maintain records of shareholder and director meetings, bylaws, and financial statements.
  • Taxes – Corporations are subject to the Massachusetts corporate excise tax, which includes both an income measure and a non-income-based minimum tax.
  • Good Standing – Failure to file reports or pay fees can result in late penalties, administrative dissolution, or loss of limited liability protections.

Certificate of Organization for LLCs

The Certificate of Organization can be filed by mail, online, or in person. No matter what method of filing you choose, the state will take 24 to 36 hours to approve the LLC. Filing fees are nearly identical, and approval times are the same, so you can choose whatever filing method works best for you.

You can get the Certificate of Organization form directly from the secretary of commonwealth website for Massachusetts. If you opt to file by mail, the applicable filing fee is $500. Make sure you complete all the steps if opting to file this way:

  • Fill in the form by hand with black or blue ink, or on your computer. Print on regular white letter-sized paper.
  • Enter your LLC's name, including the preferred designator, like LLC or L.L.C.
  • Enter your street address, which can be the office address, the resident agent's address, or your home address.
  • Enter your business purpose, which doesn't have to be extremely specific unless you prefer it to be. You can use just a few keywords like nail shop or landscaping business. If you want the purpose to be more open-ended, include a general use statement after the description. Note: The general use statement can't be the only use, or the filing will be rejected.
  • Set a duration for your LLC so the secretary of the commonwealth will know how long the business will exist. You can leave this blank if you want your LLC to be open-ended with no specific closure date.
  • Enter the name and street address of your resident agent, which has to be the exact name and street address entered earlier on the form.
  • You must include the name and addresses of all managers in a manager-managed LLC. If your LLC is member-managed, this section can be left blank.
  • Name the person and address of any authorized signers for member-managed LLCs. Manager-managed LLCs can leave this section blank or enter additional signers' names beyond those already listed on the form. For real estate LLCs, you need to enter the names and addresses of all members or managers who can sign real estate documents.
  • There is another section where you can add regulations and rules for your LLC. This section is not mandatory and can be left blank.
  • Sign your form and enter the name for the “consent of resident agent” section, which has to be an exact match to what you entered earlier.

Costs and Processing Times

The cost and timeline to incorporate in Massachusetts vary depending on entity type and filing method:

  • Corporation Filing Fees – $275 minimum (online) plus incremental fees based on authorized shares.
  • LLC Filing Fees – $500 whether filing online or by mail.
  • Expedited Service – Additional fees apply for same-day or two-hour processing.
  • Processing Time – Online filings are usually approved in 24–36 hours. Mailed submissions can take up to one week depending on volume.

Planning for these costs and timelines ensures you don’t encounter delays in starting operations.

Frequently Asked Questions

  1. How much does it cost to incorporate in Massachusetts?
    Filing fees start at $275 for corporations and $500 for LLCs. Costs increase based on share structure or expedited filing requests.
  2. How long does it take to incorporate in Massachusetts?
    Online filings are usually processed within 24–36 hours, while mailed filings may take up to a week.
  3. Do I need a registered agent in Massachusetts?
    Yes. Every corporation and LLC must maintain a registered agent with a physical Massachusetts address to receive legal notices.
  4. What annual requirements must Massachusetts corporations meet?
    Corporations must file an annual report by March 15, maintain records, and pay corporate excise taxes to remain in good standing.
  5. Can I reserve a corporate name before filing?
    Yes. You can reserve a name for 60 days by filing a name reservation request with the Secretary of the Commonwealth.

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