Massachusetts

Massachusetts LLC, Business License, Incorporation

Massachusetts has implemented regulatory reforms to reduce red tape and increase the ease of doing business in the state. The state is home to a diverse group of innovation-based industries, both traditional, such as health care, higher education, technology, financial services and tourism, and emerging, such as life sciences, clean energy and the creative economy. Massachusetts' economy is the twelfth-largest in the nation, and some of the country's largest companies are headquartered here, including Liberty Mutual, Staples, Raytheon, Mass Mutual and TJX. Small businesses are also an important part of the state's economy: 607,000 small businesses employ more than 1.4 million workers in Massachusetts.

How to Incorporate in Massachusetts

If you decide on incorporating in Massachusetts, The Company Corporation will take care of all the details. We'll research the availability of your company name, help you prepare and file your Articles of Organization with the Corporations Division of the Secretary of the Commonwealth, and expedite fee payment. We can also take care of many of your company's follow-up needs, including annual report preparation and filing.

Below is an overview of the incorporation process in Massachusetts:

Select a Business Name

The first step to registering a business in Massachusetts is to select an original name not already in use by another business in the state. Here are some things to keep in mind when choosing your name:

  • 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 in Massachusetts

Once we have verified your company name, The Company Corporation will file your Articles of Organization with the Massachusetts Secretary of Commonwealth. The filing includes the following information:

  • 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 particular 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.

When registering a business in Massachusetts, the state requires supplemental information be filed with the Articles of Organization:

  • 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.

Once the articles are filed, Massachusetts will issue a certificate of incorporation.

If you intend to hire employees or open a bank account, you will need a Federal Employer Identification Number (EIN). The Company Corporation can help expedite this step as well.

Register with the Massachusetts Department of Revenue

Most businesses are required to register electronically with the Massachusetts Department of Revenue by completing the WebFile for Business online application. WebFile for Business allows business taxpayers to register, file and/or pay certain tax obligations online.

Costs and Fees to Incorporate in Massachusetts

The state filing fee to incorporate in Massachusetts is $275.00 for up to 275,000 shares plus $100 for each additional 100,000 shares or any fraction of that. It typically takes about 5 to 7 days to incorporate in Massachusetts.

The Company Corporation will handle all filing requirements and provide you with the total cost to get your business up and running in Massachusetts.

Annual Reports

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. The filing fee is $125.00, or $100.00 if you file electronically. Massachusetts will assess a fee of $50.00 for late filings.

FAQs

Do I need to reserve a name?

Massachusetts does not require name reservation; however, it is a good way to ensure that your company name is available, and will remain available while you file for incorporation.

If I incorporate in Massachusetts, do I have to locate my principal office in the state?

Massachusetts permits a corporation's principal office to be located outside of the state, although the corporation must maintain a registered address in the state.

Do I need to submit bylaws?

No, you won't need to submit bylaws. Nevertheless, drafting your corporation's bylaws is a critical step in forming your company, as they are blueprint that you will use to govern operations.

Does Massachusetts have publication requirements or other follow-up filings?

No. Massachusetts does not require you to publicize your company's formation, and does not have follow-up filing requirements.

How to Form an LLC in Massachusetts

If you decide to form an LLC in Massachusetts, The Company Corporation will handle the details. We'll research the availability of your company name and help you prepare and file your Certificate of Organization with the Massachusetts Secretary of Commonwealth. We can also take care of many of your company's follow-up needs, including annual report preparation and filing.

Below is an overview of the business registration process to form an LLC in Massachusetts:

Select a name for your Massachusetts LLC

The first step to forming your LLC in MA is to select an original name not already in use by another business in the state. Here are some things to keep in mind when choosing your name:

  • Massachusetts prohibits the use of a name if another corporation, limited partnership or limited liability company is already using it or one that is very similar. (An exemption may be made if you can get a letter of consent from the other business giving you permission to use a similar name.)
  • The words "limited liability company", "limited company", or the abbreviation "L.L.C.", "L.C.", "LLC" or "LC" must appear in the name.
  • The name may contain the name of a member or manager.
  • The name may not contain language stating or implying that the Limited Liability Company is organized for a purpose other than that indicated on its Certificate 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.

The Company Corporation will do the necessary research to make sure your company's name meets the state of Massachusetts standards.

File Certificate of Organization

Once we have verified your company name, The Company Corporation will file a Certificate of Organization. The filing includes the following information:

  • FEIN: If you have a Federal Employer Identification Number, you must include it.*
  • LLC Information: The Certificate must include the exact name of the LLC and the Massachusetts address where the LLCs records will be kept.
  • Description: Provide a general description of the business.
  • Dissolution date: If you have determined when the LLC is to be dissolved, include the date.
  • Registered Agent: The name and address of a registered agent with a physical address in Massachusetts. You must include the Registered Agent's consent to act as your agent, either in the certificate or as an attachment.
  • Managers: If your LLC has managers, you need to list the names and business addresses (if different from your LLC's address) of each.
  • Authorized persons: If anyone who is not a manager is authorized to execute documents for the LLC, you must list the name and business address. If no managers are listed, there must be at least one authorized person listed. You should also include the name and address of anyone.
  • Effective date: The date on which the Certificate of Organization becomes effective. This can be either the filing date, or a later date specified on the certificate.
  • Other provisions: You have the option of including additional provisions for regulating the internal affairs of the LLC.

*If your LLC has more than one member, you will need a federal Employer Identification Number (EIN), even if it has no employees. The Company Corporation can help expedite this step as well.

Business Registration with the Massachusetts Department of Revenue

Most businesses are required to register electronically with the Massachusetts Department of Revenue by completing the WebFile for Business online application. WebFile for Business allows business taxpayers to register, file and/or pay certain tax obligations online. The Company Corporation will work with you to complete this form correctly.

Costs and Fees for forming an LLC in Massachusetts

The state filing fee form an LLC in Massachusetts is $500.00. It typically takes about 5 to 7 days to form an LLC in Massachusetts.

The Company Corporation will handle all filing requirements and provide you with the total cost to forming your Massachusetts LLC.

Annual Reports

Your LLC must file an annual report with the Massachusetts Secretary of Commonwealth on or before the first day of the anniversary of your initial filing. The Massachusetts annual report filing fee is $500.

FAQs

Do I need to reserve a name?

Massachusetts does not require name reservation; however, it is a good way to ensure that your company name is available, and will remain available while you form your Mass LLC.

If I incorporate in Massachusetts, do I have to locate my principal office in the state?

No. Massachusetts permits an LLC's principal office to be located outside of the state, although you must have a Massachusetts address where your LLC records are kept.

Do I need to submit an operating agreement?

No, you won't need to submit an operating agreement to form your LLC in MA. Nevertheless, drafting your operating agreement is a critical step in forming your company, as it is the blueprint that you will use to govern operations.

Does Massachusetts have publication requirements or other follow-up filings?

No. Massachusetts does not require you to publicize your company's formation, and does not have follow-up filing requirements.

There are many types of licenses, both state and local as well as professional that are required to do business in Massachusetts. They are typically administered by different state and local departments. Depending on what you do and where you plan to operate, your business may be required to have various state and/or municipal licenses, certificates or permits.

How to get a Massachusetts Business License

You will need a business license to operate in Massachusetts. Business licenses are issued by the clerks at the state's 351 cities and towns. In addition to the business license, in MA you may need additional licenses depending on your business or industry.

The Office of Consumer Affairs and Business Regulation provides information about occupational and business licensing requirements by industry: Agriculture, forestry, fishing, animals; Banks & Banking; Communications/Utilities; Construction, Repair and Maintenance; Education & Childcare Services; Employment Agencies; Environmental; Finance, Insurance, Real Estate; Healthcare & Social Work; Housing & Home Improvement; Insurance; Manufacturing; Professional Licenses; Public Safety & Legal; Retail trade, Services, Food & Lodging; Recreation, Sports, Tourism, Entertainment; Transportation & Shipping.

Professional and Trade Licenses

Massachusetts' Division of Professional Licensure oversees 31 licensing boards that regulate trades and professions, each of which issues one or more types of licenses.

Boards include: Allied Health Professionals: Allied Mental Health and Human Services Professionals; Architects; Barbers, Certified Health Officer; Chiropractors; Cosmetologists; Dietitians and Nutritionists; Dispensing Opticians; Electricians and Alarm System Installers; Electrologists; Funeral Directors; Hearing Instrument Specialists; Home Inspectors; Landscape Architects; Massage Therapy; Operators of Drinking Water Supply Facilities; Optometry; Plumbers and Gas Fitters; Podiatry; Professional Engineers and Professional Land Surveyors; Public Accountancy; Psychologists; Radio and Television Technicians; Real Estate Appraisers/Brokers; Salespersons; Sanitarians; Sheet Metal Workers; Social Workers; Speech-Language Pathologists and Audiologists; Veterinary Medicine.

Environmental and Natural Resource Regulations and Permits

Four state agencies regulate and issue licenses for any business activities that affect the environment:

  • Department of Environmental Protection
  • Department of Conservation and Recreation (Regulates and licenses well-drill and timber harvesters, and issues dam safety permits)
  • Massachusetts Water Resources Authority (regional water and sewer authority for eastern Massachusetts)
  • Department of Telecommunications and Energy (regulatory body for energy, telecommunications and transportation industries)

Health and Safety Regulation and Licensing

Massachusetts' Department of Labor Standards administers several workplace safety and health programs, and issues licenses to individuals and businesses that provide temporary employment services or that perform lead or asbestos abatement work.

The Department of Public Health regulates and licenses hospitals; long term care facilities; home health care agencies; controlled substances; EMT/EMS; X-ray technicians and mammography; lead inspectors; meat, poultry, and shellfish processors; and nurse assistants.

Occupational Safety and Health Administration (OSHA) is the federal agency responsible for regulating workplace and worker safety.

Employee Requirements

If you have at least one employee, you are required to address the issue of employer insurance. Employees also trigger numerous tax requirements.

  • Health Insurance: The new national health care reform law (the Patient Protection and Affordable Care Act or ACA) requires employers to issue a Marketplace Notification to current employees by October 1st, 2013, and to new hires within 14 days of the employee's start date. The notification is to help employees to better understand health insurance marketplaces, compare health insurance plans and enroll in coverage. In Massachusetts, the state marketplace is known as the Massachusetts Health Connector.
  • Unemployment Insurance: The Massachusetts Unemployment Insurance Law requires you to pay contributions into the Commonwealth's unemployment compensation fund, which funds temporary unemployment insurance benefits to eligible workers. If you are a private, for-profit employer, and you have people working one or more days in each of 13 weeks during a calendar year, or if you pay wages of $1,500 or more in any calendar quarter, you are liable for contributions under the law.
  • Workers' Compensation Insurance: Under Massachusetts General Laws c. 152, § 25A, you are required to provide workers' compensation insurance coverage to all of your employees. Workers' Compensation insurance pays for medical treatment related to the injury or illness, and also pays partial compensation for lost wages after the first five calendar days of total or partial disability. This requirement applies to all employees, regardless of the number of hours worked in any given week (except for domestic service employees, who must work a minimum of 16 hours per week in order to require coverage). Employers are required to notify their employees of the name of the Workers' Compensation insurance carrier. The Department of Industrial Accidents (DIA) is the agency responsible for administering the workers' compensation law in Massachusetts.

Tax Requirements

If you plan to sell products, you will need a Sales Tax Exemption Certificate. It allows you to purchase inventory, or materials, which will become part of the product you sell, from suppliers without paying taxes. It requires you to charge sales tax to your customers, which you are responsible for remitting to the state.

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