Address of state corporation department:
Secretary of the Commonwealth
One Ashburton Place, 17th Floor
Boston MA 02108-1512
Telephone: (617) 727-9640
State web address: http://www.mass.gov/legis
State law reference: Massachusetts General Laws, Title 22, Chapter 156D.
Title of filing: Articles of Organization.
Filing Fees: $275 for up to $275,000 shares, plus $100 for each additional $100,000 shares or any fraction
thereof.
Other fees: None.
Name reservation: Reservable for 60 days, renewable once. (Section 4.02). $30 filing fee.
Name requirements: Corporation, Incorporated, Company, Limited, or abbreviation. (Section 4.01).
Incorporator requirements: One or more persons or entities. (Sections 2.01, 1.40).
Corporate purpose requirements: General “all purpose” clause (see instructions). (Section 3.01).
Director requirements: Three (unless fewer than three shareholders, then same amount). (Section 8.03). Directors
may be nonresidents. (Section 8.02). But the shareholders can agree that there will be no board of directors
and the corporation will be managed by shareholders instead. (Section 7.32).
Paid-in capital requirements: None.
Annual report requirement: Yes, to Secretary of the Commonwealth. Report is due within two and a half months
of the end of the corporation’s fiscal year. (Section 16.22). Filing fee of $125.
Publication requirements: None.
Other provisions: On Massachusetts’ official form Articles of Organization, Article VIII is not a permanent part
of the Articles. Article VIII requires disclosure of: 1) the registered agent name and office address, 2) the names
and addresses of initial directors and officers, 3) the end date of the corporation’s fiscal year, 4) a description of
the type of business in which the corporation intends to engage; and 5) the street address of the principal office
of the corporation and the address where the corporation’s records will be kept. Changes to the information in
Article VIII are made by filing the Massachusetts form titled Statement of Change of Supplemental Information
Contained in Article VIII of Articles of Organization, or, in the case of a change of the registered office or agent,
by filing the Massachusetts form titled Statement of Appointment of Registered Agent, Statement of Change of
Registered Agent or Registered Office, Statement of Change of Registered Office Address by Registered Agent,
or Statement of Resignation of Registered Agent. A change in the registered agent must be accompanied by the
new registered agent’s written consent to the appointment.
We have the form for that
