How to Start a Corporation in Massachusetts — Step by Step

Your corporation's name must be distinguishable from every other entity already on record with the Corporations Division — not just other corporations, but LLCs, limited partnerships, and any registered name. "Distinguishable" is a legal standard; a name that differs only by punctuation, spacing, or a trivial word like "the" may not clear it.

Start at the Massachusetts business entity search. Search your proposed name and close variants of it. If something too similar already exists, the Corporations Division can reject your Articles, costing you time.

Naming rules for a corporation

• The name must include a corporate designator: "Incorporated," "Corporation," "Company," "Limited," or an abbreviation such as "Inc.," "Corp.," "Co.," or "Ltd."
• It must be distinguishable from all names on the Corporations Division's records.
• Certain words — those implying banking, insurance, trust, or a regulated profession — require approval from the relevant Massachusetts agency before the name can be used.
• The name can't falsely imply a purpose the corporation isn't organized to pursue.

Holding the name

If you're not ready to file but want to protect the name, Massachusetts lets you reserve a corporate name for a set period through the Corporations Division. Reservation doesn't create the corporation — it just locks the name while you get the rest of your ducks in a row.

This step has no equivalent in the LLC world, and skipping past it is a common mistake. Your Articles of Organization must state how many shares the corporation is authorized to issue, along with any classes and their par value. Authorized shares are the ceiling; issued shares are what you actually hand out to the founders.

Why the number matters

Authorizing too few shares boxes you in when you later want to bring on a co-founder, grant options, or take investment — you'd have to amend the Articles to expand. Authorizing a large round number up front (a common convention for growth companies) gives you room to allocate ownership cleanly without an amendment. For a simple single-owner corporation, a modest authorized number is fine.

Classes and par value

Most new corporations authorize a single class of common stock. If you anticipate outside investment, you may later create preferred shares, but you don't need them at formation. Par value is a nominal figure — often a fraction of a cent, or "no par" — that has more to do with historical accounting than real economics. Your accountant or attorney can steer this if investors are on the horizon.

Before you file, you need a registered agent lined up and willing to serve. Massachusetts requires every corporation to name a registered agent with a physical Massachusetts street address, and that agent has to accept the appointment. The registered agent receives service of process — lawsuits, subpoenas — and official state correspondence on the corporation's behalf.

Your options

• Yourself: You can serve as your own registered agent if you have a physical Massachusetts street address (not just a P.O. box) and are reliably available during business hours. Your address becomes part of the public record.
• Another individual: Any Massachusetts resident with a street address in the state — a co-founder, an attorney, a trusted associate.
• A commercial registered agent service: A company authorized to act as agent in Massachusetts. This keeps a professional address in the public record instead of your home, and guarantees someone is always available to receive documents.

Because the Corporations Division's records are public and searchable, many founders use a commercial service specifically to keep a home address off the internet and to avoid missing a hand-delivered lawsuit while they're out of the office.

The Articles of Organization is the filing that creates your corporation. In Massachusetts you file it online through the Corporations Online Filing System. Online filings typically process in one to two business days.

Massachusetts collects more on this document than many states, so have your details ready before you start.

What goes in the Articles

• Corporate name: The full legal name with its required designator.
• Purpose: A statement of the corporation's business purpose. A general lawful-business purpose works for most companies.
• Authorized shares: Number of shares by class and series, with par value if any — the decision you made in Step 2.
• Registered agent and registered office: The agent's name and physical Massachusetts street address.
• Directors and officers: Names and addresses of the initial directors, plus the president, treasurer, and secretary. Massachusetts wants these on the formation document itself.
• Fiscal year end: The month your fiscal year closes, which sets your annual report deadline.
• Principal office: The corporation's main business address.

Once the Corporations Division approves the filing, the corporation is legally in existence, and it appears in the public entity search.

Filing the Articles creates the shell; the organizational meeting fills it with governance. This is where the corporation actually becomes operational, and it's a step LLC founders don't have.

Adopt corporate bylaws

Bylaws are the corporation's internal rulebook — how directors are elected, how the board and shareholders meet and vote, what officers exist and what authority they hold. Massachusetts expects corporations to have bylaws, but you don't file them with the state; they stay internal. Adopting them at the organizational meeting is the standard practice.

At the organizational meeting

• Adopt the bylaws.
• Elect the initial board of directors (if the incorporator hasn't already named them).
• Appoint the officers — president, treasurer, secretary at minimum.
• Authorize and issue the initial shares to the founders, recording who owns what.
• Approve opening a corporate bank account.
• Record everything in written minutes and keep them in the corporate records.

For a solo corporation, you hold this meeting with yourself and simply document it. It feels formal, but these records are exactly what demonstrate the corporation is a real, separate entity if the liability shield is ever challenged.

An Employer Identification Number is the corporation's federal tax ID — a nine-digit number the IRS issues at no cost. Every corporation needs one; unlike a single-member LLC, a corporation can never use an owner's Social Security number for its filings.

Why you need it

• Corporations file their own federal returns and must have an EIN to do so.
• Banks require the EIN to open a corporate account.
• You need it to hire employees and handle payroll.
• Any S-corporation election is filed using the EIN.

How to apply

Submit your application on the web via the IRS EIN Assistant over at IRS.gov. Ten minutes or so is all it takes, and the number lands right away — print the confirmation and put it to use that same day. The online application needs a U.S. Social Security number or ITIN for the responsible party. Founders without one apply by fax or mail using Form SS-4.

Separate corporate finances aren't optional — they're the practical foundation of the liability shield. Mixing personal and corporate money is one of the fastest ways to hand a court a reason to disregard the corporate form.

Opening the account

Bring the approved Articles of Organization, the EIN confirmation, your bylaws, the organizational meeting minutes, and government ID for the authorized signers. Banks vary in what they require, but having the full set ready prevents a second trip.

Ongoing obligations

• Annual report: File with the Corporations Division within two and a half months after your fiscal year closes — March 15 for a calendar-year corporation.
• Registered agent: Keep the agent and Massachusetts address current; file a change if either moves.
• Corporate excise and taxes: Register with the Massachusetts Department of Revenue for the corporate excise and any sales tax or withholding your business triggers.
• Records: Keep issuing minutes for major decisions and maintaining your stock ledger. The habit of documentation is what preserves the corporation's standing over the years.