When incorporating in Massachusetts, articles of incorporation must be filed with the Secretary. Massachusetts law requires that certain information be included in your articles of incorporation. The following is a summary of those requirements:

Incorporators

  • Minimum Number of Incorporators – One or more
  • Eligibility Requirements – None
  • Duties – Delivering articles of incorporation to the Secretary of State for filing
  • Listing Requirements – The name and address of each incorporator

Corporate Purpose(s)

Incorporating in Massachusetts can be performed for any lawful business activity.

  • Listing Requirements – Not required in the articles

Director Information

  • Minimum Number of Directors – Three or more
  • Eligibility Requirements – None, except as listed in the articles or the bylaws
  • Listing Requirements – Not required in the articles

Officer Information

  • Officers are not required to be listed in the articles of incorporation
  • In addition to a board of directors, a corporation must be managed by a president, a clerk, a treasurer and any other officers or agents indicated by the corporation’s bylaws

Stock Information

  • The number of shares the corporation is authorized to issue and any required description of additional share classes or series

Other Required Listing Information on the Articles:

  • No other information is required to be listed

Required Supplemental Information to be filed with the Articles:

  • The name and street address of the initial registered agent and officer, respectively;
  • The names and addresses of the initial directors, president, treasurer and secretary of the corporation;
  • The fiscal year of incorporating in Massachusetts; and
  • Other required information by the secretary of the commonwealth, including:
    • A brief description of the corporation’s intended type of business or its SIC code, and
    • The federal tax identification number of the corporation

Optional Provisions

Massachusetts also permits optional provisions to be integrated into the articles of incorporation for corporations who wish to formalize additional criteria, such as:

  • The corporate purpose;
  • Provisions regulating the powers of the corporation, its board of directors, and shareholders;
  • A par value for authorized shares or classes of shares;
  • Shareholder personal liability for corporate debts in certain situations;
  • Limitation of director liability to the corporation or its shareholders in certain situations; and
  • The voluntary dissolution of the corporation

United Agent Services allows you to designate whether any or all of these provisions should be included.