How To Form an S Corporation in Massachusetts


Forming an S corporation in Massachusetts is a straightforward process that requires some preparation and knowledge of the state’s rules. Here are the steps to form a corporation:

Decide What Name to Use

It is important to choose a name that is not too similar to other existing names. For example, if you already have a business named “Tim’s Plumbing,” it may be hard for customers to remember your new company name and vice versa. The Massachusetts Secretary of State has a list of prohibited names which could potentially conflict with existing names (for example, including words like “bank” or “insurance”).

The length of your business name is also important: the shorter the better! If you choose a very long name, there’s no way that customers will be able to remember it when they hear about it in advertisements or read about it online. If your business has multiple locations across Massachusetts or even across the country, using abbreviations can help save space on signs and business cards without sacrificing clarity (for example: “Kingston Computer Services” instead of “Kingston Computer Services Incorporated”).

In addition to being short and sweet enough for customers’ memories and Google searches alike, choosing an easy-to-spell name can also help prevent confusion among employees who frequently write down customer information during conversations over phone calls (if they’re trying too hard pronounce something sounded out). And finally – while we’re on this topic: make sure there aren’t any homophones in yours so as not confuse anyone with what exactly they should say; I didn’t think so either but apparently there are some people who do!

File Articles of Organization

The first step in forming an S corporation is to file Articles of Organization with the state. You must also file Articles of Organization with the Secretary of State through Trademark Avenue, but only after the initial filing has been made with the state. The articles include your name and address, as well as information about capitalization (how much money you will be using to start your business). They must be filed within 90 days after formation of the S corporation.

Create a Shareholders’ Agreement

It’s important to establish a Shareholders’ Agreement to clearly define the rights and responsibilities of each owner. This agreement can be written in any language, but it must be reviewed by the Massachusetts Office of the Attorney General before you file for incorporation. An attorney can help you draft this document, which will also allow them to assist with other aspects of your business formation process such as entity selection and tax filing requirements.

Adopt Formal Bylaws

Once you’ve decided to form an S corporation, it’s time to adopt formal bylaws.

A bylaw is a rule or regulation that governs how your company will operate. They’re typically adopted at the outset of a new venture, but can be amended at any time as necessary. Bylaws help establish guidelines for handling day-to-day business affairs and help avoid potential conflicts between employees and shareholders (who are also owners).

To create bylaws for your Massachusetts S corporation:

  • Write out each section in plain language with no legal jargon. For example, “Section 1: Company Name” would become “The name of this company is _________ Incorporated.”
  • Use numbered sections with titles that correspond directly with their content (e.g., Section 2 may have the title “Membership”).
  • Consider adding other sections that address provisions specific to your business needs—for example, if yours is an LLC operating as an S corp., include provisions addressing how profits are earned and distributed among shareholders who own multiple corporations within the same parent holding company structure

Assign Duties to Officers

You can assign your own duties in the operating agreement, or you can appoint officers to handle the day-to-day responsibilities of running your business. The roles of officers vary slightly between corporations and limited liability companies (LLCs), but they generally consist of an executive officer, a secretary, and a treasurer.

The duties of corporate officers include:

  • Representing the company legally and signing its contracts
  • Attending regular meetings and keeping minutes
  • Making sure annual filings are made on time with the state
  • Keeping financial records such as accounts receivable/payable, income statements, ledgers, etc. You should have one person responsible for this task so that all other members have access to up-to-date information about cash flow and expenditures.

Initial Organizational Meeting and Electing Directors

  • Hold an organizational meeting and elect directors. You can begin your S corporation by holding an initial organizational meeting, at which you will elect a board of directors and appoint a chief financial officer if you have one. The board of directors is responsible for running the company and making all major decisions.
  • Elect a registered agent in Massachusetts. Your business must designate a registered agent to accept legal documents on its behalf, including service of process (e.g., lawsuits). You may choose any person or business entity that is authorized under state law to act as an agent (e.g., attorney or corporate secretary) to serve as your registered agent—as long as they are located within Massachusetts—and they must agree to accept this responsibility when you file Form 1120S with the IRS each year.*


You’ve decided to form an S corporation in Massachusetts. Great! You’ll be able to take advantage of the benefits of being a corporation while avoiding double taxation on your business income. If you follow these steps, you can be on your way to filing for incorporation with no problems.


Once you have formed an S corporation in Massachusetts, it’s important to keep records of your activities. This can be done by filing annual reports and keeping accurate financial records for the business. You should also keep copies of all documents related to your business such as articles of organization or corporate bylaws.


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