Form a corporation in Massachusetts
In Massachusetts a corporation is cheaper to maintain than an LLC – a $125 annual report against $500. CountSure files your Articles and plans the excise tax around it. $125 annual report – but plan for the corporate excise tax.
Requirements, costs & steps for an incorporate in Massachusetts
Incorporating in Massachusetts is meaningfully cheaper to maintain than forming an LLC here, which surprises people. The corporation’s annual report is $125 against the LLC’s $500. What you take on instead is the corporate excise tax, Massachusetts’s signature business tax, which has a minimum every corporation pays even in a loss year. This guide covers the cost, the filing steps, the excise tax, and ongoing compliance. To compare structures first, read our Massachusetts LLC formation guide, or let our Massachusetts incorporation service file it all for you.
What you need to know?
Filing fee:
$275 minimum for Articles of Organization, covering up to 275,000 authorized shares; $100 more per additional 100,000 shares.
Cheaper to maintain than an LLC:
The corporation annual report is $125 ($100 electronic), against $500 for a Massachusetts LLC.
Corporate excise tax:
8% of net income plus $2.60 per $1,000 of property or net worth, with a $456 minimum even at zero profit.
Annual report timing:
Due within 2.5 months after the fiscal year end, so March 15 for calendar-year corporations, not the anniversary.
Directors and officers:
At least one director (a sole shareholder may be the only director); officers and directors appear on the annual report.
Massachusetts corporation at a glance
The essentials for incorporating and maintaining a Massachusetts corporation.
How to incorporate in Massachusetts, Step by Step
Seven steps from name check through your annual report and excise return.
Choose a compliant corporate name
Massachusetts corporate names must include “Corporation,” “Incorporated,” “Company,” “Limited,” or an abbreviation, be distinguishable from existing names, and not mislead the public. Reserve a name for 60 days for $30 if desired.
Appoint a registered agent
A person or company with a physical Massachusetts street address (no PO box) who consents to accept service of process. CountSure can act as your registered agent.
Set your authorized shares
The $275 minimum fee covers up to 275,000 authorized shares. Above that, add $100 per additional 100,000 shares, so decide your share count before filing to control the fee.
File Articles of Organization
File through the Corporations Online Filing System with the $275 minimum fee. The Articles list the corporate name, purpose, authorized shares and classes, registered agent, directors, officers, and the fiscal year end. Online filings typically clear within a few business days.
Adopt bylaws and hold an organizational meeting
Appoint directors and officers, adopt bylaws (internal, not filed), and authorize stock issuance. Keep minutes and a stock ledger in your corporate records.
Get an EIN and register for taxes
Obtain a free EIN; to elect S-corp treatment, file IRS Form 2553; register with the Department of Revenue through MassTaxConnect for the corporate excise, sales tax, and withholding as needed.
Calendar your annual report and excise return
File the $125 annual report within 2.5 months after your fiscal year end, and file the corporate excise return (Form 355) with the DOR, paying at least the $456 minimum.
Director & formation Requirements
Massachusetts scales the fee on your stock and sets director minimums by shareholder count. Here’s what to get right.
- Minimum number: At least one director; unless the articles provide otherwise, a corporation with more than one shareholder needs at least three directors, or two if it has exactly two shareholders, so a sole shareholder may be the only director.
- Residency / age: No Massachusetts residency or statutory age requirement; the articles or bylaws may set qualifications.
- Officers: Massachusetts corporations must have a president, treasurer, and secretary; one person may hold multiple offices.
- Listed in filings: Directors and officers are named in the Articles of Organization and updated on each annual report.
- Stock: The number of authorized shares and classes drives the filing fee above 275,000 shares; decide it before filing.
Ongoing Massachusetts corporation Compliance & Taxes
Corporate records
Keep the Articles, bylaws, stock ledger, director and officer lists, and minutes of shareholder and board meetings at your principal office. Maintaining these formalities protects your limited-liability status.
Annual report
Massachusetts corporations file an annual report with the Corporations Division within 2.5 months after the close of the fiscal year, so March 15 for a calendar-year corporation. The fee is $125, reduced to $100 if you file electronically, and $150 if you file late. This is far below the $500 that Massachusetts LLCs pay, and it is the main reason cost-sensitive owners here often prefer the corporate form. The report updates your officers, directors, and registered agent.
Corporate excise tax
This is Massachusetts’s signature business tax. The corporate excise has two parts that are added together: an income measure of 8% on Massachusetts net income, plus a property or net worth measure of $2.60 per $1,000 of the greater of your taxable Massachusetts tangible property or your taxable net worth. Every corporation pays at least the $456 minimum excise, even in a year with no profit or a loss. C corporations file Form 355 and S corporations file Form 355S with the Department of Revenue, generally by the federal deadline, with quarterly estimated payments if you expect to owe more than $1,000.
S corporation election
Massachusetts recognizes the federal S-corporation election. Income generally passes through to shareholders and is taxed on their Massachusetts personal returns at the flat 5% rate, but the S corporation still pays at least the $456 minimum excise, and S corporations above certain gross receipts thresholds pay an additional entity-level tax. File Form 355S.
EIN and state tax accounts
An EIN is required to hire and bank. Register with the Department of Revenue through MassTaxConnect for the corporate excise, withholding, and sales and use tax as applicable.
Massachusetts incorporation Cost Breakdown
The full picture before optional services.
Insight From Our Team
“Massachusetts flips the usual math. In most states the LLC is the cheaper thing to keep alive, but here the corporation is, because the corporate annual report is a hundred and twenty-five dollars against the LLC’s five hundred. What you take on with the corporation is the excise tax, and the key number is the four hundred and fifty-six dollar minimum, which every corporation pays even in a loss year. So the real comparison is the five hundred dollar LLC report versus a hundred and twenty-five dollar corporate report plus at least four hundred and fifty-six in excise. We run that math for each client rather than assuming the LLC is cheaper, because in Massachusetts it often is not.”
Parth Shah
CountSure
Related Guides & Services
Frequently Asked Questions
The Articles of Organization fee is $275 minimum, which covers up to 275,000 authorized shares. Above that, you add $100 for each additional 100,000 shares. The annual report that follows is $125.
It is a dual-component tax: 8% on Massachusetts net income, plus $2.60 per $1,000 of the greater of your taxable Massachusetts property or net worth. Every corporation pays at least the $456 minimum, even in a loss year.
On the annual report, yes. A corporation pays $125 while an LLC pays $500. But a corporation also owes the corporate excise (minimum $456), so the right choice depends on your profit and structure. We model both.
Within 2.5 months after the close of your fiscal year, so March 15 for a calendar-year corporation. That is different from the LLC report, which is due on the formation anniversary.
At least one. Unless the articles say otherwise, a corporation with two shareholders needs at least two directors and one with more needs at least three, but a single owner can be the sole director. Massachusetts also requires a president, treasurer, and secretary, and one person can hold all three offices.
Get Started
Start your Incorporate in Massachusetts with CountSure
From a well-sized stock structure and the Articles of Organization to bylaws, EIN, the $125 annual report, and the corporate excise return, CountSure handles Massachusetts incorporation start to finish.
- Free 30-minute consultation with a CPA
- Fixed-fee, fully transparent pricing
- 100% remote - no travel or visa required
