How to Form an S-Corporation in Massachusetts
With the nation’s third highest per-capita income, Massachusetts’ economy is highly developed. Much of the state’s most important economic activity centers around high tech sectors including biotechnology, information technology, and defense.
When forming an S-Corporation in the state of Massachusetts, you must complete the following requirements:
- Select a business name according to requirements
- File all necessary articles of organization and submit filing fees
- Appoint a registered agent
- Register your federal tax ID number with the IRS
- Complete annual reports
- Establish at least one director
Let Eco-fyle help you fullfil your business needs.
Select Business Name According to State Requirements
- Name requirement: Massachusetts prohibits the use of a name if another corporation is already using it or one that is very similar.
- An exemption may be made if you are able to obtain a letter of consent from the other corporation giving you permission to use a similar name.
- It also prohibits the use of a registered trademark or service mark.
- The words “Incorporated,” “Corporation,” or “Limited,” or their abbreviations must appear in a corporate name.
- The name may not contain language stating or implying that the corporation is organized for a purpose other than that indicated on its articles of organization.
- You can reserve a corporate name for 60 days for a fee of $30.00, and you can extend the reservation another 60 days with an additional $30.00.
File Articles of Organization and Submit Filing Fees
- To start a corporation in Massachusetts, you must file Articles of Organization with the Corporations Division.
- Filing Fee: At least $265.
- Online filings are $265 and mailed filings are $275 for up to 275K shares.
- It is an extra $100 for each additional 100K shares.
- Online filings are $265 and mailed filings are $275 for up to 275K shares.
- Processing Time: 1 day online, and 2-4 days by mail.
- Not only are mailed filings slower, but they also cost $10 more.
- Required Information and Documents: When registering a business in Massachusetts, the state requires supplemental information be filed with the Articles of Organization:
- Corporate information: The name and purpose of the corporation. The purpose can simply be “engaging in any lawful business.”
- Stock: All corporations must authorize stock. The filing will list the total number of shares and par value, if any, of each class of stock that the corporation is authorized to issue. If only one class or series is authorized, you do not need to specify a designation. You will also be required to state the preferences, limitations and relative rights of any class or series of shares, as well as any restrictions on the transfer of shares.
- Date: The default date of the organization of the corporation is the date and time that the articles are received by the State (provided the articles are not rejected). You can specify a later date on the articles, but it can be no later than the 90th day from when they are filed.
- Registered agent: The name and street address of a registered agent in Massachusetts. The registered agent is the person to whom the state will send all official correspondence.
- Directors and officers: Names and addresses (if different from the business address) of the initial directors, president, treasurer, and secretary of the corporation. Massachusetts requires at least one director, and at least three directors if there are three or more shareholders.
- Fiscal year: The fiscal year-end of the corporation.
- Description: A brief description of the type of business in which your corporation intends to engage.
- Address: The corporation’s street address.
- Records address: The street address where corporate records will be kept, and an indication of whether the address is the principal office, a transfer agent, office of the secretary, or the office of the registered agent.
- Incorporators: The name, address, and signature of each incorporator.
- Contact Information: The name and address of a primary contact for the corporation, including a phone number and email address.
Appoint a Registered Agent
- Must have a physical address (no post office boxes) in Massachusetts.
- The registered agent must be available during normal business hours to accept important legal and tax documents for the business.
Register Your Federal Tax ID Number with the IRS
- Your Massachusetts corporation will need to obtain an EIN.
- Your EIN is a federal tax ID that the IRS uses to identify your business on federal filings.
- You will also need your EIN to register with the Department of Revenue for taxes.
- You may also need your tax ID for local licenses, permits, or even to open a corporate bank account.
- You can fill out an application directly with the IRS.
Complete Annual Reports
- Annual Report Deadline: Every Massachusetts corporation must file an annual report with the Corporations Division within two and a half months after the close of the corporation’s fiscal year end.
- Filing Fee: $125 by mail; $100 online
- Late filings will be charged an additional $50 fee.
Establish at Least One Director
- Member requirements: Massachusetts requires at least one director, and at least three directors if there are three or more shareholders.
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