Perini-Hegarty & Associates provides assistance to those who wish to form a corporation in Massachusetts.  As with other states, Massachusetts has general business corporation laws that allow virtually anyone to obtain a charter to conduct most businesses. The process involves verification that the corporate name that the person wishes to use for the proposed company is available, that the name be reserved with the Corporations Division of the Secretary of the Commonwealth, and that the "Articles of Incorporation" or "Certificate of Organization" are filed with the Commonwealth, along with required filing fees.  For federal tax purposes, corporations are taxed under either Subchapter C or Subchapter S of the Internal Revenue Code. A corporation is automatically taxed under Subchapter C (double taxation) unless it qualifies and receives IRS approval to be taxed under a different set of IRC provisions as an S corporation. Under those rules, the corporate level tax is ignored and the S Corporation’s tax liability is reported on the shareholder’s income tax return.  The corporation designations "C" and "S" refer only to how the corporation is TAXED. It has nothing to do with the legalities used to set up the corporation. In addition to the standard "C" or "S" corporation, Limited Liability Company (an "LLC") or  Limited Liability Partnership (an "LLP") offer many of the same benefits as the traditional corporation, with some unique advantages. Below is a brief checklist of activities that should be considered when planning to form a business in Massachusetts. Please note that the filing fees mentioned below are based on the 2010 published fees of the Commonwealth of Massachusetts and are subject to change.

1. Determine short-term and long-term needs of the business being formed.   2. Determine what, if any, licensing requirements will be needed to operate in the locations selected.   3. Reserve a name for your company. A database search will be conducted to see if the name you would like to use is available. Determine a few names that you would like to use so that if one is unavailable you have a back-up. A filing to reserve the name of the corporation would then be filed. The fee for Name Reservations is typically $30 (it various by state) and is good for up to 60 days. 4. Determine structure of company & file. The structure will be determined by the type of tax treatment needed as well as the type of protections desired by the officers/members of the organization. A local Certified Public Accountant may be needed to assist with this determination. One such CPA is Aidan Burke of Aidan Burke, Inc. (www.aburkeinc.com). The types of entities are as follows: S Corporation, C Corporation, Limited Liability Corporation, Foreign Limited Liability Corporation, Limited Liability Partnership, Foreign Limited Liability Partnership, and Professional Corporations   Determine who will be listed as the officers of the company. Once determined, the filings would be completed and a corporate kit with by-laws, stock certificates, corporate seals, annual meeting minute sheets, etc. would be ordered. Filing fees are determined by the type of entity being formed. The cost is typically under $100 for a corporate kit. An annual report will need to be filed with the Commonwealth of MA. Again, the filing fees for annual reports are determined by the type of entity being formed. If the annual report is not filed, the Commonwealth may dissolve the entity.   At such time as the corporate entity is no longer needed or is to be terminated, a withdrawal or Articles of Dissolution will need to be filed with the Commonwealth with the appropriate fees. A corporation may also want to obtain the certificate of good standing with the officer listing ( aka a long form certificate) for purposes of establishing local bank accounts, etc. The fees for certificates are tyically $12 to $25. 5. Apply for a tax identification number with the IRS. An SS-4 form would need to be filed with the IRS in order to obtain a tax identification number for the newly formed corporation. 6. Obtain appropriate insurance coverage. A regional provider that may assist with providing information in connection with this task is Christopher Hawthorne of Thomas Gregory Associates Insurance Agency, Inc. (www.thomasgregory.com).

Please contact us at  info@perinihegartypc.com if you would like more information or assistance on how to form your company in the Commonwealth of Massachusetts. The corporation information provided above is for informational purposes only and does not constitute legal advice.