How to Form a Corporation in Massachusetts
Learn how to form a corporation in Massachusetts — from choosing your entity type to filing Articles of Organization. State fee: $265. We handle the paperwork for $0.
Bizee Editorial Staff
Editorial Team
Massachusetts corporation at a glance
Filing fee: $265
Processing time: 3–5 business days (online); longer for mail filings
State agency: Massachusetts Secretary of the Commonwealth, Corporations Division
Annual report due: Annually by the 15th day of the 3rd month after fiscal year end (most businesses: March 15)
State tax rate: 8% corporate excise tax on net income; minimum excise applies
How to form a corporation in Massachusetts
To form a corporation in Massachusetts, you file Articles of Organization with the Secretary of the Commonwealth, pay the $265 state fee, appoint a registered agent, and meet the state's director and incorporator requirements. Most online filings are processed in 3–5 business days.
Massachusetts is home to a strong innovation economy — biotech, finance, and higher education anchor the state's business environment. That said, the formation process here has a few details that catch people off guard, particularly around the annual report deadline and the corporate excise tax structure.
Choose your corporation type
Massachusetts recognizes 2 main corporation types for most small businesses: the C Corporation and the S Corporation. Both are formed the same way at the state level — the difference is a federal tax election you make with the IRS after formation.
A C Corporation is taxed as its own entity. It pays corporate income tax, and shareholders pay tax again on dividends — this is the double-taxation trade-off. C Corps are the default and the structure most investors expect. An S Corporation passes income through to shareholders, who report it on their personal returns. To elect S Corp status, you file Form 2553 with the IRS after your corporation is formed. Massachusetts does not recognize close corporations as a distinct statutory type, so standard business corporation rules apply to all formations.
Search and reserve your business name
Your corporation's name must be distinguishable from other registered businesses in Massachusetts and must include a corporate designator — "Corporation," "Incorporated," "Company," or an abbreviation like "Corp.," "Inc.," or "Co."
Search the Massachusetts business name database through the Secretary of the Commonwealth's website before filing. If your preferred name is available, you can reserve it for 60 days by filing a Name Reservation with the Corporations Division. If you plan to do business under a name other than your legal corporate name, you'll also need to file a Business Certificate (DBA) with the city or town clerk where your business operates.
Appoint a registered agent
Every Massachusetts corporation needs a registered agent — a person or business with a physical street address in Massachusetts who is available during business hours to receive legal documents and official state notices on your behalf.
You can serve as your own registered agent if you have a Massachusetts address, but many business owners use a registered agent service to keep their personal address off public records and make sure nothing gets missed. Your registered agent's name and address go directly on your Articles of Organization.
File your Articles of Organization
The Articles of Organization is the document that officially creates your corporation in Massachusetts. You file it with the Secretary of the Commonwealth, Corporations Division, and pay the $265 state fee.
Corporation name and principal office address
General description of the business purpose
Name and address of the registered agent
Names and addresses of the initial directors
Name and address of each incorporator
Authorized stock: number of shares and par value (if any)
Fiscal year end
Online filings through the Secretary of the Commonwealth's website are processed in 3–5 business days. Mail filings take longer. Expedited processing is available for an additional fee.
Identify incorporators and initial directors
Massachusetts requires at least 1 incorporator — the person who signs and files the Articles of Organization. The incorporator doesn't have to be a shareholder or director, but their name and address appear on the public filing.
You also need to name at least 3 initial directors in your Articles of Organization, unless your corporation has fewer than 3 shareholders — in that case, the number of directors can equal the number of shareholders. Directors are responsible for overseeing the corporation and don't need to be Massachusetts residents.
Adopt bylaws and hold your organizational meeting
After your Articles of Organization are approved, the incorporators or initial directors hold an organizational meeting to adopt bylaws, elect officers, authorize the issuance of stock, and handle other startup business. Bylaws aren't filed with the state, but they're the internal rulebook for how your corporation operates.
Keep a written record of this meeting — minutes are part of your corporate records and matter if your business is ever audited or involved in a legal dispute.
Register for state taxes and annual reports
Massachusetts corporations are subject to the corporate excise tax, which is 8% of net income plus a property measure. A minimum excise applies even if your corporation has no income. Register with the Massachusetts Department of Revenue to get your state tax account set up.
Massachusetts also requires corporations to file an annual report with the Secretary of the Commonwealth. The deadline is the 15th day of the 3rd month after your fiscal year ends — for most businesses with a December 31 fiscal year end, that's March 15. The annual report fee is $125 for domestic corporations. Missing the deadline can put your corporation out of good standing with the state.
Get your EIN from the IRS
Every corporation needs an Employer Identification Number (EIN) — a 9-digit number the IRS uses to identify your business for federal tax purposes. You'll need it to open a business bank account, hire employees, and file federal taxes.
Apply for your EIN through the IRS online application — it's free and the number is issued immediately upon completion. The online application is available Monday through Friday, 7 AM – 10 PM ET.
FAQ
The state filing fee to form a corporation in Massachusetts is $265, paid to the Secretary of the Commonwealth when you file your Articles of Organization. That's the minimum required cost. You may also pay for a name reservation ($30), expedited processing, a registered agent service, and the annual report fee ($125) once your first filing year arrives.
To incorporate in Massachusetts, file Articles of Organization with the Secretary of the Commonwealth's Corporations Division and pay the $265 state fee. Before filing, choose your corporation type (C Corp or S Corp), confirm your business name is available, and appoint a registered agent with a Massachusetts address. After approval, hold an organizational meeting, adopt bylaws, and apply for your EIN with the IRS.
You form an S Corp in Massachusetts the same way you form any corporation — by filing Articles of Organization with the Secretary of the Commonwealth and paying the $265 state fee. S Corp status is a federal tax election, not a separate state filing. After your corporation is approved, file Form 2553 with the IRS to elect S Corporation treatment. The IRS has strict deadlines for this election, so file it as soon as your corporation is formed.
Yes. Massachusetts doesn't require you to hire an attorney to form a corporation. You can file the Articles of Organization yourself through the Secretary of the Commonwealth's online portal. That said, the process has several steps — naming requirements, director minimums, stock authorization, and post-formation compliance — and getting any of them wrong can mean refiling or delays. Many business owners use a formation platform to handle the paperwork and avoid those mistakes.
A registered agent is a person or business designated to receive legal documents and official state notices on behalf of your corporation. In Massachusetts, your registered agent must have a physical street address in the state and be available during normal business hours. You name your registered agent in your Articles of Organization. You can serve as your own registered agent, but many business owners use a registered agent service to keep their personal address off public records.
Yes. Massachusetts corporations must file an annual report with the Secretary of the Commonwealth each year. The deadline is the 15th day of the 3rd month after your fiscal year ends — for most corporations, that's March 15. The filing fee is $125 for domestic corporations. Missing the deadline can put your corporation out of good standing, which can affect your ability to do business in the state.
Yes. Every corporation needs an Employer Identification Number (EIN) from the IRS, regardless of whether you have employees. You'll need an EIN to open a business bank account, file federal and state taxes, and hire employees. Apply through the IRS online application — it's free and the EIN is issued immediately. The application is available Monday through Friday, 7 AM – 10 PM ET.
Both are formed the same way at the state level. The difference is how they're taxed federally. A C Corporation is taxed as its own entity — the corporation pays tax on profits, and shareholders pay tax again on dividends. An S Corporation passes income through to shareholders, who report it on their personal returns, avoiding that double layer of tax. S Corp status requires a separate IRS election using Form 2553 after your corporation is formed. A tax professional can help you figure out which structure fits your situation.
