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LeapLaw's 50 State Blawg  > Massachusetts
Sponsored by:
Bay State Corporate Services, Inc.
Bay State Corporate Services, Inc.
6 Beacon Street
Suite 510
Boston, MA 02108
www.baystatecorp.com
Phone: (617) 742-8484
Toll Free:
Fax: (617) 742-8482




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Basics Box: Massachusetts
Secretary of State
Status Search
Forms
  • Fax File:
  • UCC: Yes
    Corporate: Yes
  • E File:
  • UCC: Yes
    Corporate: Yes
  • Expedited Services:
  • UCC: No
    Corporate: No
  • Name Reservations:
  • Yes (60 days)
  • Preclearance:
  • Yes
    Apostilles & Authentications (Massachusetts)
    Changing Information on File (Massachusetts)
    Domestic Corporate Dissolution (Massachusetts)
    Domestic Corporation Summary (Massachusetts)
    Fax Filing (Massachusetts)
    Foreign Qualification Summary (Massachusetts)
    LLC - Formation Summary (Massachusetts)
    Recommended Service Company (Massachusetts)
    UCC Filings (Massachusetts)

    Apostilles & Authentications (Massachusetts)
    The Massachusetts Secretary of State (MA SOS) provides apostilles and authentications for $6.00 per document.

    The document must be an original and notarized by a valid Massachusetts notary public, Justice of the peace, City/town clerk, Assistant court clerk, Registrar of Vital Records. Photocopied signatures cannot be certified.

    A maximum of three documents will be done if requested in person and turnaround time is same day. If mailed, processing time can take up to 3 weeks. You must include:

    The country where documents will be sent;

    A check in the amount of $6.00 per document made payable to the Commonwealth of Massachusetts; and

    A self-addressed stamped envelope (which may be Federal Express or other express mail service).

    Mail to:

    Commonwealth of Massachusetts
    Secretary of State
    One Ashburton Place, Room 1719
    Boston, MA 02108

    Walk in service is also available at the Secretary of State's offices in Boston, Springfield or Fall River.

    Need assistance? Virtual Paralegal Services provides cost-effective, senior level paralegal assistance. Contact us at info@virtualparalegalservices.com. Learn more about Virtual Paralegal Services.

    About Authentication and Apostilles

    Authentication or a certificate of magistracy is an official certificate issued by the state official's office where the notary public is commissioned, confirming the existence of the notary public (or public officer) who has notarized the document. These certifications may be required when a document is being sent to another state or foreign country.

    If the countries where the document is being sent is a member of the Hague Convention, you can receive an "apostille" from the state where the notary is commissioned.

    In order to obtain an apostille or authentication, the document must be an original signed by the executing party, bearing an accurate notary public's signature (exact name of the notary as it currently stands of the state's records), date commission expires and notarial seal.

    If the country is not a member of the Hague Convention, the authentication process is a two step process. First the document will require certification from the MA SOS as to the notary's signature. Second, it will require authentication of the country's embassy or consulate.

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    Changing Information on File (Massachusetts)
    Statements of Change

    For Domestic Corporations Only: Generally, matters prompting Statement of Change of Supplemental Information will require a resolution of directors only and not a stockholders vote. A stockholders vote will only be required if the company has changed its directors.

    A Statement of Change of Supplemental Information is required in order to modify non-permanent state information, which includes:

  • list of officers and directors

  • principal address

  • fiscal year end

  • resident agent

    The Statement of Change of Supplemental Information can be filed online free of charge. Login codes are required and may be obtained by emailing the MA SOS at corpcid@sec.state.ma.us

    Paper copies may be mailed to:

    Massachusetts Secretary of State
    Corporations Division
    One Ashburton Place, 17th Floor
    Boston, Massachusetts 02108-1512

    FOREIGN CORPORATIONS: Must file an amendment or change information on the next annual report

    Need assistance? Virtual Paralegal Services provides cost-effective, senior level paralegal assistance. Contact us at info@virtualparalegalservices.com. Learn more about Virtual Paralegal Services.
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  • Domestic Corporate Dissolution (Massachusetts)
    Pursuant to MGLA ch. 156D, section 14.01, to successfully dissolve a Massachusetts corporation, Articles of Dissolution are filed with the Secretary of the Commonwealth (MA SOS).

    Consent:

  • Prior to Stock Issuance or Commencing Business: Majority of incorporators or initial directors.

  • After Stock Issuance: Unless otherwise provided in the Articles or bylaws; Recommendation by Directors; and Resolution of not less than the majority of all voting shareholders at a meeting or by written consent.

    Tax Clearance and other Requirements: A tax clearance is not required, however, all annual reports must be current. If the dissolution is taking place after more than half the year is over, an annual report for the current year is due with the filing of the articles of dissolution. All past due annual reports must be filed. You can check the Secretary of State's web site to determine what reports are due. Each annual report costs $125 ($109 if filed online) and a late fee of $25 per filing is added.

    Execution and Filing: Articles are signed by an officer of the corporation. One original articles of dissolution is submitted to the MA SOS. Fax copies are accepted.

    Filing Fee: $100.00

    Need assistance? Virtual Paralegal Services provides cost-effective, senior level paralegal assistance. Contact us at info@virtualparalegalservices.com. Learn more about Virtual Paralegal Services.

    Dissolutions, Generally

    A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.

    IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.

    For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.

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  • Domestic Corporation Summary (Massachusetts)
    Pursuant to Massachusetts Business Corporation Act (MGL Chapter 156D), a corporation incorporating in Massachusetts files Articles of Organization with the Massachusetts Secretary of State (MA SOS).

    Online Filing: New corporations can be filed online.

    Corporate Name: The corporate name must include the word "corporation" "incorporated", "company" or "limited" or any abbreviation thereof.

    Purpose: No specific business purpose is required. A limited purpose may be specified.

    Additional Provisions: Additional provisions are allowed to be included on the articles of incorporation, by attaching a Continuation Sheet (Article VI) and may want to be considered. For instance, MGL 156D provides that unanimous consent of stockholders is required by stockholders if acting by written consent unless the articles provide that stockholder may act by written consent of the majority. Additionally, a corporation must have at least three directors if it has three or more stockholders, provided that if permitted by its articles of incorporation it may have as few as a single director regardless of the number of its shareholders. However, if provided in the continuation sheet, a corporation may have one director.

    Maximum Stock for Minimum Filing Fee: 275,000 shares with or w/o par value.

    Effective Date: Upon filing unless a later effective date of no more than 90 days from date of receipt of filing.

    Supplemental Information (not a permanent part of the articles of organization):

    Registered Agent: The name and address of the initial registered agent.

    Officers/Directors: Officers/Directors: Must include the President, Treasurer, and Secretary. An individual may hold more than one office. Additionally, a corporation must have at least three directors if it has three or more stockholders, provided that if permitted by its articles of incorporation it may have as few as a single director regardless of the number of its stockholders. However, under Chapter 156D if provided in a Continuation Sheet (Article VI), a corporation may have one director regardless of the number of stockholders.

    Fiscal Year End: The fiscal year end of the corporation.

    Principal Office: The street address of the principal office of the corporation. A post office address is not sufficient.

    Office where Records are Kept: The street address where the records of the corporation required to be kept in the Commonwealth are located.

    Execution and Filing: Articles are signed by the incorporator(s). One executed copy of the Articles of Incorporation is submitted to the MA SOS. You may include an additional copy to receive a date-stamped copy of filing. Fax filing is accepted.

    Filing Fee: $275 (if the stock does not exceed 275,000 with or without par value. If the stock does exceed 275,000, then the filing fee is 1/10 of 1% of total capital; no par stock and stock having a par value of $1.00 or less will be calculated as having a par value of $1.00.)

    Incorporations, Generally

    A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.

    LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.

    A complete incorporation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing a charter document for filing

  • Drafting bylaws

  • Preparing consent of incorporator (if applicable under relevant state law)

  • Preparing an organizational consent of directors

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)

  • Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance

  • Creating a stock ledger

  • Preparing and filing applications of foreign qualifications (if any)

  • Organizing the minute book

    For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.

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  • Fax Filing (Massachusetts)
    Massachusetts Secretary of State provides for fax filing of UCC and business entity filings using mandatory fax cover sheets.

    Using a Service Company:

    Don't lose control of your filing! Fax filing directly to the Massachusetts Secretary of State may cause you to lose track of your filing if it is rejected for any reason. NRAI's Affiliate Network members can assist you in fax filing your document without losing control of the document for a minute!
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    Foreign Qualification Summary (Massachusetts)
    Pursuant to M.G.L.A. ch. 156D § 15.03, a foreign corporation doing business in Massachusetts must file a Certificate of Registration within 10 days after it starts to transact business in the commonwealth.

    Name: The name of the corporation must include the word "corporation", "incorporated", "company", or "limited" or any abbreviation thereof.

    Name Conflict: If the name of the company is not available due to a name conflict. The company must file a business certificate with the city or town clerk in which the business is located (or its agent is located). The true name of the corporation is inserted in item 1 of the Certificate of Registration, assumed name is inserted in item 2.

    The Certificate or Registration is submitted together with:

    1) A copy of the resolution of the directors adopting the assumed name; and
    2) A copy of the business certificate as filed with the city/town.

    Registered Agent and Office: The corporation must maintain a registered agent and office to receive Service of Process. The registered agent must be a person or company that resides in Massachusetts.

    Officers/Directors: The names and business addresses of the current officers and directors.

    Business Purpose: A brief description of the business activities of the corporation.

    Certificate of Legal Existence: A certificate of legal existence or good standing issued by the domestic state must be attached.

    Execution and Filing: Must be signed by a corporate officer. Submit one executed copy of the Foreign Corporation Certificate of Registration. Include an additional copy for evidence of filing. Faxed copies accepted.

    Filing Fee: $400.00 payable to the Commonwealth of Massachusetts.

    Foreign Qualifications, Generally

    A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.

    For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.

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    LLC - Formation Summary (Massachusetts)
    Pursuant to the Massachusetts Limited Liability Company Act (MGL Ch. 156C), a limited liability company forming in Massachusetts files Certificate of Organization with the Massachusetts Secretary of State (MA SOS).

    Online: Filing may be made online.

    The Certificate of Organization includes:

    Federal Employer Identification Number: if available. May state "applied for".

    Name: Must contain the words "limited liability company", "limited company", or the abbreviation L.L.C., L.C., LLC or LC.

    Address: The street address of the office in the Commonwealth at which its records are maintained.

    Purpose: The general character of the business. Must include a specific purpose.

    Registered Agent and Office: The name and business address of the registered agent for service of process. Bay State Corporate Services, Inc. is available to serve as your registered agent.

    Dissolution: The latest day on which the Limited Liability Company will dissolve, if specified. Otherwise state that there is no dissolution date.

    Managers: The name and business address of the managers. If there are no managers at the time of formation, state that the company has no managers.

    Execution of Documents: The name and business address of a person, in addition to the manager, who is authorized to execute documents filed with the Corporations Division. At least one person must be named if there are no managers.

    Registered Agent: The resident agent’s written consent is required to appointment in the organization and registration filings of limited liability companies.

    Execution of Recordable Instruments: May include the name and business address of the person(s) authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property.

    Execution and Filing: Certificate is signed by an authorized person. One executed copy is submitted to the MA SOS. Faxed copies are acceptable if fax filed. Include an additional copy for evidence of filing.

    Filing Fee: $500.00, payable to the Commonwealth of Massachusetts.

    LLC Formation, Generally

    A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.

    LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.

    A complete formation process generally consists of:

  • Determining name availability and possibly reserving the name

  • Performing trademark, trade name and domain name preliminary or full searches

  • Preparing the formation certificate for filing with the secretary of state

  • Drafting an operating agreement

  • Preparing an organizational consent of managers or members

  • Obtaining the federal tax identification number by preparing IRS Form SS-4

  • Preparing and filing applications of foreign registrations (if any)

  • Organizing the company records book

    For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.
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  • Recommended Service Company (Massachusetts)
    The service companies listed below are members of NRAI’s Affiliate Network. These companies are high-quality service companies that deliver double the service for a fraction of the cost of the larger companies.

    So whether you’re looking to save significant money on Registered Agent services or double the service for half the price on corporate and UCC services, we strongly encourage you to contact:

    Bay State Corporate Services
    6 Beacon Street, Suite 510
    Boston, MA 02108
    Phone: 617.742.8484
    Fax: 617.742.8482

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    UCC Filings (Massachusetts)
    In Massachusetts UCC financing statement filings are made with the Secretary of State's office. Fixture filings are made at the recorder's office in the county where the mortgage is recorded.

    Online Filing: UCC filings may be made online.

    Fee: $20 (up to 2 debtor names) for UCC-1 or UCC-3
    Each additional debtor name $20.

    When amending the debtor or secured party name, you must also provide the mailing address even though it may not be changing.

    UCC Filings, Generally

    Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.

    Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.

    In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.

    Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.

    Foreign Debtors

    A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.

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