Dreaming of starting a business but not sure how to do it? In our step-by-step 2020 guide we teach you how to launch your business in Massachusetts.
Oct 3, 2019 • 10 minute read
Updated on Feb 7, 2020 by Closed User
Closed User

Deciding on the best business structure for your startup can be a very daunting task. Fortunately, we're here to guide you through all the business structures available in Massachusetts and give you step-by-step instructions for establishing each of them.
Before launching a business in any location, it's important to have an understanding of its startup ecosystem. Let's have a look at some important startup statistics in Massachusetts

As you can see, Massachusetts is very accommodating to ambitious startups!
After validating demand for you business with high quality
Your business plan is the roadmap of your startup. It can also be your ticket to securing precious startup funding to help launch your business.
A business plan is typically comprised of the following components:
Value proposition
Market opportunity
Target market
Competitor analysis
Funding required
Sales and marketing
Financial projections
Milestones
Your team
Thankfully, we've written an in-depth guide to crafting a winning
There are 6 main business structures, and all are applicable to both brick and mortar businesses and e-commerce businesses:
Sole Proprietorships
Partnerships
C-Corporation
S-Corporation
Limited Liability Company (LLC)
Nonprofit
If you're uncertain about which structure best suits you, read our in-depth guide on
Regardless of which business structure you choose, you'll need to complete a few key steps:
An EIN, or Employer Identification Number, is a mandatory requirement if you'll be hiring employees. LLCs, Corporations and nonprofits need an EIN in order to register their business. Sole Proprietors and Partnerships that
You can apply for an
If you want a unique name for your business that's different to your own personal name, you'll need to register an "Assumed Business Name" at your
Before registering a business name, you should
Some business activities in Massachusetts require a license to operate in the state. To get a business license in Massachusetts, head to the
The location of your business may also restrict business activities. This may especially be the case if you plan to run a home-based business. Contact your
This isn't necessarily a requirement, but highly recommended to keep business transactions separate from personal transactions.
All new employees need to be reported to both the
All businesses in Massachusetts must register with
Refer to the
To make sure you're accessing the correct forms, it's important to understand the distinction between a domestic and foreign business in Massachusetts.
A domestic business in Massachusetts is one that is headquartered within the state. Foreign businesses, on the other hand, are headquartered outside of Massachusetts.
Now let's discuss the processes of establishing each individual business structure.
If you'll be launching your business alone in Massachusetts, a Sole Proprietorship is the simplest business structure you can choose. Most entrepreneurs choose a Sole Proprietorship structure and then upgrade to a more complex business structure later.
Sole Proprietors have unlimited personal liability for all business debts so it is important for them to
If your business solution poses any level of
If you've already completed all the general steps for launching a business in Massachusetts, there's nothing more you need to do to register your Sole Proprietorship.
If you'll be launching a business with at least one other cofounder, a partnership is the simplest business structure you can choose.
There are three different forms of partnerships in Massachusetts:
This is the standard form of partnership. All business debts are shared amongst General Partnership members.
To form a General Partnership in Massachusetts you need to contact your
Limited Partnerships are comprised of both Limited and General members. Limited members limit their personal liability to the extent of their investment in the business. Limited partners also don't get involved in day-to-day operations of the business, but function more like investors.
To form a Limited Partnership in Massachusetts, you need to submit a
In a Limited Liability Partnership structure, each member is not held responsible for any negligence or fraud committed by other members.
To form Limited Liability Partnerships, you need to apply for a
A partnership agreement is a document outlining the expected duties of each member and the rules that will govern the business. It should also include a mediation procedure.
This isn't a state requirement, but it's still a wise step to take when you're forming a partnership. You can structure your partnership agreement however you like, or save time by using a
An LLC provides superior protection to the personal assets of its members. An LLC is also not limited to individual ownership. Any person or company globally could launch an LLC in Massachusetts.
LLCs can either be run by managed by members or a designated manager.
All LLCs in Massachusetts need to end their business name in either of the following suffixes:
LLC
L.L.C
You can check the availability of your proposed business name on the
All LLCs in Massachusetts are required to appoint a registered agent before registering their business.
A registered agent is responsible for accepting all mail on behalf of a business and then forwarding it to each business owner in a timely manner.
All registered agents in Massachusetts must meet the following criteria:
Be located in the state of Massachusetts
Accept mail via a residential or business address (not via a PO BOX).
Guarantee availability during business hours.
Guarantee the timely forwarding of all accepted mail to respective business owners.
You can act as your own registered agent (or appoint a cofounder). However, this is not recommended because as busy business owners, you can't guarantee your availability during business hours to accept mail.
Alternatively you could appoint a friend, relative or any of the following professional registered agents in Massachusetts
To officially form your LLC you need to submit your Certificate of Organization to the Commonwealth of Massachusetts. You can start trading after receiving an approval notice by mail.
The Certificate of Organization can be
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Room 1717
Boston, MA 02108
An LLC operating agreement is not a Massachusetts requirement, but highly recommended. It contains all the rules and procedures that will govern your LLC.
You can design this agreement however you like or use an
This is an opportunity for all members to discuss any matters that require attention prior to launching the business.
All members should collaboratively create the company bylaws during this meeting. These are corporate level laws (separate to the operating agreement) that can be disclosed to investors to demonstrate the order of the business (an operating agreement is more of an internal document).
You should also complete some of the following procedures during this meeting:
Initial term directors to be voted in my members
Stock certificates should be officially distributed
The settlement of high-value business transactions
Meeting minutes should be documented and stored in an official company binder (Corporate Records Book). All subsequent meeting minutes should be stored in this records book.
It's the responsibility of all LLC members to submit an annual report, either by
Failure to submit this annual report on multiple occasions may result in a dissolution.
To establish a foreign LLC in Massachusetts, business owners need to obtain a Certificate of Good Standing from their home-based Secretary of State and also submit a Foreign Limited Liability Company registration form either by
Massachusetts business owners wishing to launch a foreign business in another state can order their Certificate of Good Standing
A Corporation structure is the most advanced business structure you can choose in Massachusetts. It offers the most superior level of personal asset protection to its members.
A Corporation can be very complicated to set up on your own, so you might want to get help from an attorney.
There are two different types of corporate structures in Massachusetts:
This is the default corporate structure. There's no limit to the number of members a C-Corporation can have and they can issue all classes of stock.
The primary downside of C-Corporations is the double taxation process that takes place at both the corporate and personal income level of their members.
An S-Corporation is classified as "pass-through-entity," so they're only taxed once at the personal income level of their members.
To elect to be an S-Corporation, you need to submit
S-Corporation can only distribute one class of stock and are limited to 100 members.
Corporation names in Massachusetts must end with any of the following suffixes:
Incorporated
Company
Limited
Incorporation
Inc
Co
Ltd
A Corporation is officially formed in Massachusetts upon the approval of its Articles of Incorporation.
This document can be filed
The filing fees for submitting your Articles of Corporation in Massachusetts are as follows:
$275.00 for up to 275,000 shares, and $100 for each additional 100,000 shares.
The process of appointing a registered agent for Corporations is the same as the process for LLCs.
The following procedures should be completed during this meeting:
Initial directors that will serve during the first term should be appointed
All members should agree upon a set of bylaws that will govern the Corporation
Stock certificates should be distributed to members
Finalization of important business purchases
Meeting minutes should be recorded and stored in a Corporate Records Book alongside all other important business documentation.
Corporations in Massachusetts need to ensure that all of their business information is kept up to date with the state by disclosing its most current contact records in an
Nonprofits in Massachusetts enjoy the benefit of tax exemptions to strengthen their community efforts. Follow the procedure below to launch your nonprofit in Massachusetts.
The business names of nonprofits in Massachusetts need to end in any of the following suffixes:
Limited
Incorporated
Corporation
Ltd
Inc
Co
You can check the availability of your proposed nonprofit business name via the Massachusetts online
The process of appointing a registered agent for nonprofits is the same as the process for LLCs.
To register your non profit, you need to submit the
During this meeting all members should work together to create bylaws that will govern the business and appoint initial term directors.
To obtain a 501(c) tax exemption with the IRS, nonprofits in Massachusetts need to file
For more details on state-level tax exemption, refer to the
Nonprofits must file an
Before commencing any fundraising activities in Massachusetts, all nonprofits must obtain a
Prior to commencing any fundraising activities,
Protecting your business in Massachusetts
Some recommended insurance policies for your startup in Massachusetts are:
Business owners policy insurance is a combination of both business liability insurance and business property insurance. It protects your business from any loss of income that may result from disasters, theft, fire, etc.
An important policy that protects all of your business inventory and other business belongings.
This policy protects your business from any advertising copyright infringements, property damage, personal injuries and more.
This insurance policy supplements any lost income while your business recovers from disruptive damage.
This policy offers compensation to any employees injured at work.
This is a great resource for small business news, tips and advice, market research and industry-specific links.
The US Small Business Administration offers advice, advocacy and instruction for small businesses across the country.
Our own guide to launching your startup will walk you through every step of starting a business, from concept to execution.
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