Incorporation in Massachusetts - Choosing a Massachusetts Law Firm to Incorporate your Business

Incorporating a business in the Commonwealth of Massachusetts can be a lengthy and complex process. There are many things to think of, from choosing a name, appointing a board of directors, writing up by-laws, filing the right paperwork, as well as obtaining the necessary permits and licenses.

Despite the time and effort involved in corporate formation, there are distinct business advantages that should not be ignored. Unlike partnerships and sole proprietorships, corporations (as well as limited liability companies) limit personal liability for most business debts. Accordingly, where a creditor can seek an owner's personal assets to pay business debts, corporations enjoy limited liability, meaning the principals are generally not liable for debts of the company.

In Massachusetts, every new corporation is required to file its "Articles of Organization" with the Office of the Secretary of the Commonwealth. The Articles require basic information about the company, including the name, business plan, and the names and addresses of each officer and director.

Once the secretary finds the articles conform to the law, the filing fee can be paid. For a for-profit corporation in Massachusetts, the minimum fee is $275, and can be higher depending on how much stock will be authorized for issuance. For a non-profit the fee is $35.

By-laws, rules that govern the internal affairs of a corporation, typically include where and when meetings will be held, the number of directors and corporate officers, types of shares the corporation can issue, as well as how the by-laws might be amended or repealed in the future. By-laws can also determine how corporate officers are elected, and for how long, in addition to outlining which duties fall to which individual.

Certain positions within a corporation are required by Massachusetts law, such as a president, secretary, and a treasurer. Unless there are less than three shareholders, a board of directors must usually have at least three members.

Initial responsibilities of a new corporation's board of directors can include setting the corporation's fiscal year, appointing corporate officers, adopting the proposed by-laws, and authorizing the issuance of stock.

Additionally, some, but not all businesses, require licensure. It is important to determine whether a particular trade or business requires a license (or several as is the case, for instance, in businesses engaged in the service of both food and alcoholic beverages). It is equally important to understand what steps a corporation must take to obtain a license in the name of the corporate entity.

The increased complexity that comes with forming a corporation, as well as the more stringent record keeping requirements, can be intimidating, but with the help of a competent, experienced business lawyer, the process will be much less threatening. The lawyer and the client will work as a team and quickly move through the process to achieve the goals of corporate formation, governance, and finance.

In addition to helping clients navigate through each step of this process, the business lawyers of Parker Scheer will assist in preparation of the important documentation necessary to organize and streamline a new business.

More Information on Massachusetts Incorporation

For more information on incorporation in Massachusetts or to find out how our corporate legal services can assist you, please contact Barry Scheer. If you prefer, you can also telephone our offices in Boston seven days a week at toll free 866-414-0400.

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