Incorporate in Massachusetts for FREE^*

Incorporation is the process of registering a business as a corporation and making it recognizable under law as its own legal entity. Incorporating a business can be a complicated process because each state has its own requirements for registering and operating a business as a corporation. Knowing the necessary steps and forms, however, will help keep you organized and stress-free. 

With our easy business registration service, you simply answer a few questions and we create your initial paperwork and file it with the state for you. The first business entity registration is free for Rocket Legal+ members—you pay only the state filing fees. Then, you can make and personalize all the legal documents you need for your business. Store everything online in your Rocket Lawyer account.

What is a C-Corp? 

A C-Corp, or C-Corporation, is a common business entity type. More specifically, a C-Corp is a corporation taxed under Subchapter C of the U.S. Code. Under Subchapter C, corporations are subject to tax at both the corporate and individual level (sometimes called “double taxation”). Depending on the situation, this may result in lower or higher tax burdens for the shareholders. 

C-Corps allow for anyone to be an investor and for an unlimited number of shareholders and multiple share classes.

As with other types of corporations, C-Corporations provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. Except for certain instances of fraud or misconduct, a shareholder is not liable for the debts or obligations of a corporation beyond the shareholder's investment into the corporation.

Corporations are treated as a C-Corp by default, unless another type of tax treatment is selected, such as an S-Corp.

What is an S-Corp? 

Like C-Corps, S-Corps provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. However, S-Corps have two main differences from C-Corps: they are taxed differently and they have more restrictions with shares.

An S-Corporation, or S-Corp, is an IRS election that allows a company to be treated like an LLC for income tax purposes, that is, as a “pass-through" entity. Instead of income taxes being owed at both the company and individual level, the income of an S-Corp is only taxed at the individual level, which means it passes through the company directly to the owners and shareholders. Again, this may result in lower or higher tax burdens for the shareholders depending on the situation.

S-Corps have more restrictions regarding shares and shareholders than C-Corps. Specifically, S-Corps can have no more than 100 shareholders, only one class of shares, and only U.S. residents or citizens as investors.

One area of common confusion is what type of entity can elect S-Corp status. Remember that this election is simply a tax choice, not a governance or legal structure choice. Both limited liability companies (LLCs) and corporations can choose S-Corp status if they qualify under the IRS's guidelines.

There are similarities between a Massachusetts S-Corp and a C-Corp regarding personal liability, management, structure, and compliance. The differences in Massachusetts, however, come down to the following:

• Ownership Rules: A C-Corp is taxed as a separate entity from its shareholders, then shareholders report and pay taxes on what the corporation pays them. An S-Corp is taxed like a partnership with a "pass-through" tax structure. It's not doubly taxed because the corporation passes corporate income, losses, deductions and credits to its shareholders. Corporate owners pay taxes on their share of the corporation's profits, and they're taxed at their individual tax rates. To qualify as an S-Corp, your business must be a domestic corporation, provide only one class of shares, have no more than 100 shareholders, and your shareholders can include only individuals, certain trusts, and estates.
• Documents: If you want to form an S-Corp, you must file IRS Form 2553 to elect this status.

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with the following Massachusetts requirements:

• Your name must end with "Company," "Incorporated," "Corporation," "Limited," or an abbreviation of one of these terms.
• Your name cannot be deceptive. If you're selling fried oysters, don't name your company "Ted's Massachusetts Dry Goods."
• Your name should be distinguishable from any other existing registered businesses in Massachusetts. 
• Your name cannot include any words that might mislead the public into thinking your corporation is a bank or an insurer unless you obtain special approval from the state.

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

Each state has its own personnel requirements for incorporating. In Massachusetts, corporations must have three or more directors if there are three or more shareholders. Otherwise, the number of directors is the same as the number of shareholders. Massachusetts also requires that the names and addresses of officers and directors be listed in the Articles Of Organization.

There are no age or residency requirements.

Your corporation must appoint a registered agent. A registered agent is the person or business who receives important tax, government, and legal documents, including service of process of lawsuits, for your corporation. Your agent must be available during normal business hours and the agent's name and address must be included in your Articles Of Organization. Your agent must have a physical address in the state, not a post office box. We can help you designate your agent when you incorporate with us.

You must also include the following in your Articles of Organization in Massachusetts:

• The number of shares authorized to be issued.
• The par value of each share or class of shares and series, along with their designation, or a statement that there is no par value.
• The street address of the corporation's principal place of business.
• The street address where corporate records are kept.
• A brief description of the nature of your business.

Massachusetts requires that corporations file additional paperwork with their Articles Of Organization. You must file an annual report with the Massachusetts Secretary of State two and a half months after the close of your fiscal year. Failure to provide this report could result in your company losing its ability to operate in Massachusetts.

Nearly every state has standard processing times, but not all provide expedited processing for corporations. In Massachusetts, there are a few fees that you may be charged when you register your business as a corporation. They include the following:

State fee: $265.

Rocket Lawyer filing fee: $0 $99.99.

• First filing FREE* for Rocket Legal+ members (excluding state fees).
• Get additional filings HALF OFF with Rocket Legal+.

Processing time: around 10 business days.

Note: The above state fees and processing times (including expedited processing fees and times) are provided as a summary and may or may not encompass various fees mandated by your state or local authorities. Your state may also change these fees and processing times over time and without notice. If you have questions, speak to a Rocket Lawyer Business Pro to understand the costs and processing times that apply to your specific filing.

Businesses can save up to $2,500 per year with a Rocket Legal+^™ membership. This calculation is based on total savings on an initial business registration and registered agent, trademark, and business tax filing services for Rocket Legal+ members (a total cost of $924.97) compared to Rocket Legal members (a total cost of $1,949.96). This is in addition to savings on the average cost of 5 hours for document preparation by a non-Rocket Lawyer network attorney at the average attorney hourly rate in the U.S. of $300 (an estimated cost of $1,500 when purchased without any form of Rocket Lawyer membership) compared to unlimited use of customizable business documents for both Rocket Legal+ and Rocket Legal members at no extra cost.

Yes, you do have to pay taxes for your new corporation. Before opening your doors for business, apply to the IRS for an employer identification number, or EIN. All corporations with employees require an EIN. An EIN is similar to your Social Security number, but it's for businesses. You'll also need an EIN to open a corporate bank account.

Many businesses choose an S-Corp because it is generally exempt from federal corporate income taxes. The company can pass profits or losses directly to its shareholders. With a C-Corp, you can have different classes of shareholders with different voting rights, but this has tax implications.

Massachusetts requires that your corporation adopt Bylaws. Bylaws set forth your company's operating rules, the responsibilities of its directors, the rights and powers of shareholders, and other corporate matters. Although you don't have to file your Bylaws with the state, you'll need them to demonstrate to banks, lending institutions, creditors, the IRS, and the courts that your corporation is valid and legitimate. Bylaws also help to establish rules so you can keep your corporate assets and debts separate from your personal ones.

Keeping Minutes of your director and shareholder meetings is also mandated by Massachusetts. Your Meeting Minutes should be maintained at your corporate office, along with your other company records, or with your designated agent. They are a historical record of your corporation's decisions, keeping track of all votes on important business decisions, as well as help secure your limited liability status.

We wish you success with your new Massachusetts corporation! You can count on Rocket Lawyer for all the business, tax, and legal help you need at a price you can afford. 

If you are planning to operate in another state, you may need to register a corporation in that state. Rocket Lawyer can help you determine which states you should register in.

Other states may have their own rules for foreign corporations that originate in Massachusetts or domestic corporations that also operate in Massachusetts. Talk to an attorney to understand the legal and tax requirements for the state(s) in which you plan to operate.