In Massachusetts, Articles of Incorporation are also called Articles of Organization. It’s important to know this to avoid confusion. They’re submitted to the Massachusetts Secretary of the Commonwealth.
The process of forming a corporation and filing Articles of Incorporation falls under Massachusetts statute G.L. c156D.
Any information in the Articles of Incorporation/Articles of Organization will become part of the permanent public record.
How to Complete the Massachusetts Articles of Incorporation Form
Massachusetts allows multiple methods for filing. You can file online, via fax, by mail, or walk-in. If you aren’t filing online, you have to download the form from the Secretary of the Commonwealth’s website. It’s a PDF that must be typed and not filled out by hand.
The form asks the following:
- Name: Under Massachusetts law, your corporation’s name must include one of the following words or approved abbreviations: Corporation (Corp.); Incorporated (Inc.); Limited (Ltd.); or Company. The name must be unique. You can check if yours is in use at the Secretary of the Commonwealth’s name availability search engine. You can also choose to reserve the name for 120 days. Check out our name reservation service to learn more.
- Type of Business (optional): By default, Massachusetts corporations have the purpose of “engaging in any lawful business.” Fill this section only if you have a specific purpose, like a professional corporation.
- Authorized Shares: Here you’ll declare the classes or series of shares that you’re creating and the par value. Par value is the “face value” of a share, or the lowest price to trade it.
- Share Rights and Limitations: In this section, you’ll list the preferences, limitations, and relative rights of each class or series of shares. In simpler words, this is where you explain the difference between the shares.
- Other Lawful Provisions (optional): This part of the form lists any additional provisions that you want to implement for your Massachusetts corporation. If you aren’t filing Articles of Incorporation/Articles of Organization online, you can download the necessary form from the Secretary of the Commonwealth’s site.
- Filing Date (optional): The filing date is the date on which you file your Massachusetts Articles of Incorporation. If you’d rather have a later date, complete this section. You can delay up to 90 days.
- Registered Office: The office of the registered agent. The registered agent is obligated to be present at this address during standard business hours.
- Resident Agent: A resident agent, called a registered agent in other states, is the contact point between your Massachusetts corporation and the Secretary of the Commonwealth. The agent also receives legal notices, such as subpoenas, in person. It can be either a person or a business with an office address. If you’re unsure of how to approach this, ZenBusiness is ready to help you. Check out our professional resident agent services for your Massachusetts corporation.
- Name and Address of Initial Directors and Officers: In this section, you provide the details of the director, president, treasurer, and secretary.
- End of Fiscal Year: This is where you state the end of your fiscal year. The end of December is the end of the fiscal year for most companies.
- Type of Business: This should be a brief description of the type of work your Massachusetts corporation performs
- Principal Office: The physical offices of your corporation.
- Physical Location of the Corporation’s Records: List the address where you’ll keep your records.
- Name, Address, and Signature of the Incorporator(s): The incorporator is the person or entity completing the Articles of Incorporation. They don’t need to be the same people who will own it.
Other Relevant Forms You Might Need
Foreign (out-of-state) corporations should file the Foreign Corporation Certificate of Registration and a Certificate of Good Standing (known in some states as a Certificate of Legal Existence or Certificate of Status). The latter can be obtained from your home state.
How to File your Massachusetts Articles of Incorporation
You can file your Articles of Incorporation online, via fax, mail, or by walking in. For fax, you need to first create a Fax Voucher Coversheet. See the commonwealth’s website for more information. You’ll also need to pay a fee when filing, and the amount may be contingent on your number of shares. Check the Secretary of the Commonwealth website for the latest fee schedule.
The Secretary of the Commonwealth will process your Articles within 24 hours if filing online. Filing via mail will take approximately two to four days. This is an estimate and it can vary according to the time of the year and other factors.
Now that you’ve filed your Articles of Incorporation, you need to keep your business in good standing. Take a look at our Worry-Free Compliance service and see how we can help you.
Are you looking for a fast and professional way to incorporate in Massachusetts? Explore our business formation plan service, and ZenBusiness can help you have a smooth and easy incorporation process.
Massachusetts Articles of Incorporation FAQs
What does it cost to incorporate in Massachusetts?
For the most current fees and methods of payment available, check with the Massachusetts Secretary of Commonwealth website.
How long does the incorporation process take in Massachusetts?
The incorporation process will take approximately 24 hours when filing online. For mail and walk-in filings, it will take approximately two to four business days.
Who processes the Massachusetts Articles of Incorporation?
The Secretary of the Commonwealth processes your Articles of Incorporation.
What Massachusetts statute governs the Massachusetts Articles of Incorporation?
The process of forming a corporation and filing Articles of Incorporation falls under M.G.L. c156D.
Do I need an attorney to file the Massachusetts Articles of Incorporation?
No, you aren’t required to have an attorney file your Articles of Incorporation.