Massachusetts Incorporation, LLC, and Not-for-Profit Information

The formation document required to file a corporation in Massachusetts is called the Articles of Organization. The information listed in the Articles of Organization includes, but not limited to, the name of the company, purpose, effective date of the business, end of fiscal year (month), shares, par value/class, restrictions on shares if any, initial directors names and addresses, principal office address, incorporators name, address and signature, address where records will be maintained, and registered agent name and address.

Massachusetts law does allow for the formation of Professional Corporations (PC's).

Corporations are managed by their Board of Directors. The minimum number of directors required in Massachusetts is 3 and they must be 18 years old. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.

All Massachusetts corporations will be required to file an annual report every year with the Corporations Division. The statement will request updated information on the name and address of the chief executive officer, the principal executive office, and the address for service of process. The statement is due two and a half months after fiscal year end and the State sends notices to principal office address on record two months before due date. Failure to file the annual report may result in the company becoming inactive.

Corporations can register an Assumed Name (DBA) directly with the county clerk in each county in which the entity conducts or transacts business. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.

The General Laws of the Commonwealth provides a procedure for voluntarily dissolving a domestic corporation by filing an Articles of Voluntary Dissolution with the Massachusetts Secretary of State pursuant to Chapter 156D, Section 14.01; 950 CMR 113.40. A corporation that has not issued shares or has not commenced business may dissolve by majority vote of the incorporators or initial directors by filing a voluntary dissolution as such. For a corporation that has already begun to conduct business a procedure for voluntarily dissolving a domestic corporation by filing an Articles of Voluntary Dissolution with the Massachusetts Secretary of State pursuant to Chapter 156D, Section 14.03; 950 CMR 113.41. A corporation may dissolve at any time after submitting articles of dissolution to the Division to authorize the dissolution. In order to file articles of dissolution, a corporation must file all annual reports owed by it for the last ten (10) fiscal years.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In Massachusetts an application for S-Corporation Election is required to be filed with the IRS. An application for S-Corporation Election is not required to be filed with the Massachusetts Department of Revenue.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Massachusetts Department of Revenue at http://http://www.mass.gov/dor.

The formation document required to file an LLC in Massachusetts is called the Certificate of Organization. The information listed in the Certificate of Organization includes, but not limited to, the name of the company, duration, managers names and addresses, principal office address, address where records will be maintained, and registered agent name, address and signature.

Massachusetts law does allow for the formation of Professional LLC's (PLLC's).

LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in Massachusetts is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.

The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.

All Massachusetts LLC's corporations will be required to file an annual report every year with the Corporations Division. The statement will request updated information on the address for service of process. The statement is due annually on the company’s anniversary date and the State sends notices to principal office address on record two months before due date. Failure to file the annual report may result in the company becoming inactive.

The LLC must also keep detailed records of the company members, managers, articles of organization, operating agreement and tax returns for inspection at its principal office.

LLC's can register an Assumed Name (DBA) directly with the county clerk in each county in which the entity conducts or transacts business. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the LLC ending "Limited Liability Company" or the abbreviation "L.L.C." or "LLC".

The General Laws of the Commonwealth provides a procedure for voluntarily dissolving a domestic LLC by filing a Certificate of Cancellation with the Massachusetts Corporations Division or online.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Massachusetts Department of Revenue at http://http://www.mass.gov/dor.

The formation document required to file a Not-For-Profit corporation in Massachusetts is called the Certificate of Formation. The information listed in the Certificate of Formation includes, but not limited to, the name of the company, specific purpose, effective date of the business, end of fiscal year (month), business regulations upon dissolution, members names and registered agent address, initial directors’ names and addresses, duration of members and their rights as members, incorporators name, address and signature, and registered agents name and address.

Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in Massachusetts is 1 and there is no age requirement. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.

NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

Annual Requirements Massachusetts Not-for-profit corporations will be required to file an annual report every year with the Corporations Division. The statement will request updated information on the name and address of the chief executive officer, the principal executive office, and the address for service of process. The statement is due on or before November 1st and the State sends notices to principal office address on record two months before due date. Failure to file the annual report may result in the company becoming inactive.

NFP Corporations can register an Assumed Name (DBA) directly with the county clerk in each county in which the entity conducts or transacts business. The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.

Massachusetts Not-for-profit corporations must petition the Superior Court of the county the NFP does business in to dissolve.

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.

In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Massachusetts Department of Revenue at http://http://www.mass.gov/dor.