Incorporation · MA

How to Form a Corporation in Massachusetts

By Edmond Hui · Facts verified July 29, 2026 against primary state sources

Edmond Hui

Edmond Hui · Founder, MyStateLLC

Edmond Hui is a software engineer and serial entrepreneur based in New York who has founded multiple online businesses across e-commerce, media, and information publishing. Before transitioning into tech, he spent years as a commercial real estate professional closing deals totaling over 100,000 square feet, giving him firsthand experience with business formation and entity structuring. He built MyStateLLC to provide the free, state-specific LLC guidance he wished existed when forming his own companies.

Incorporating in Massachusetts costs $275 to file the Articles of Organization (domestic business corporation, M.G.L. c. 156D, s. 2.02; 950 CMR 113.16) — the Corporations Division assigns no form number. After that the corporation files every year and pays $125. First-year state filing charges come to $400.
Filing fee$275
Report cadenceEvery year
First-year filings$400
Corporate income taxYes

What you file in Massachusetts

Incorporation filing

DocumentArticles of Organization (domestic business corporation, M.G.L. c. 156D, s. 2.02; 950 CMR 113.16) — the Corporations Division assigns no form number
Fee$275
Recurring reportAnnual Report for Domestic and Foreign Corporations (M.G.L. c. 156D, s. 16.22; 950 CMR 113.57) — no form number assigned — every year, $125
First report dueMust ARRIVE at the Corporations Division (not merely be postmarked) within two and one-half months after the close of the corporation's fiscal year — March 15 for a calendar-year corporation

This page covers the state filing and the charges that follow it. For the procedural side — name availability, registered agent, bylaws and the federal EIN — see the formation guide and how to get an EIN, both of which apply to corporations as well as LLCs.

What it costs to incorporate and stay filed

State filing charges only. Corporate income tax and franchise tax are excluded — both depend on income or net worth, so no flat figure would be true for every corporation.

ChargeAmountHow often
Articles of Organization (domestic business corporation, M.G.L. c. 156D, s. 2.02; 950 CMR 113.16) — the Corporations Division assigns no form number$275One time
Annual Report for Domestic and Foreign Corporations (M.G.L. c. 156D, s. 16.22; 950 CMR 113.57) — no form number assigned$125Every year
First-year state filing charges$400
Five-year state filing charges$900

Massachusetts is the 48th cheapest of 49 states on the incorporation filing fee alone. Nationally the fee runs from $35 in Montana to $300 in Texas, averaging $113.06. It is a one-off charge, so over five years it is usually outweighed by the recurring report fee and any annual franchise or minimum tax.

States that are cheaper to incorporate in

StateFiling feeDifference
Montana$35$240
Kentucky$40$235
Arkansas$50$225
Colorado$50$225
Hawaii$50$225

A cheaper filing fee elsewhere rarely saves money if you actually operate in Massachusetts. Every state sets its own threshold for what counts as transacting business, and where that threshold is met an out-of-state corporation is generally required to register as a foreign corporation — which would mean fees in both states rather than one. Whether it applies to you depends on facts this page cannot see, so check foreign qualification in Massachusetts before incorporating elsewhere to save on the filing fee.

Massachusetts corporation vs Massachusetts LLC

State filing charges only. Corporate income tax and franchise tax are excluded because both depend on income or net worth, so no flat figure exists for either entity.

 CorporationLLC
Formation filing fee$275$520
Report cadenceEvery yearEvery year
Report fee$125$520

Worth noticing: a corporation is $245 cheaper to file here than an LLC. That is the exception nationally — corporations are the cheaper filing in only 15 of the 50 states, the two entities cost the same in 25, and the LLC is cheaper in 10.

Full Massachusetts LLC cost breakdown · LLC vs C-corp explained · LLC vs S-corp explained

State taxes a Massachusetts corporation pays

Corporate income tax

AppliesYes
RateMassachusetts has no separate 'corporate income tax'; corporations pay a single corporate excise whose income measure is 8.0% of net income for tax years beginning on or after 1/1/2012 (M.G.L. c. 63, s. 39(a)(2)). S corporations pay 0% on the income measure unless total receipts reach $6M (see s_corp_entity_level_tax_note).
Minimum tax$456

Franchise or gross-receipts tax

The Massachusetts corporate excise (M.G.L. c. 63, s. 39) has TWO measures: (1) an income measure of 8.0% of net income and (2) a non-income measure of $2.60 per $1,000 of taxable Massachusetts tangible property or taxable net worth. A corporation may never pay less than the $456 minimum excise, and Massachusetts law makes no provision for prorating it — a corporation operating at a loss still owes $456.

The $456 minimum tax is deliberately left out of the filing-charge totals on this page. A minimum tax is owed to the state tax authority on a tax return, not to the business filing office — but unlike an income-based tax it is a floor, so treat it as a recurring cost of keeping the corporation alive here.

What these totals leave out: the filing-charge figures on this page are what you pay the business filing office. They exclude corporate income tax and any franchise or gross-receipts tax, because both depend on income, net worth or receipts. The section above sets out what Massachusettslevies — or that it levies neither. Where a state's franchise tax carries a flat minimum, that minimum is an unavoidable annual cost these totals do not include, and over five years it can be the larger number.

C-corp return: Form 355, Business/Manufacturing Corporation Excise Return (Form 355U for combined reporting; Form 355SBC for qualifying small business corporations)

Electing S-corporation status in Massachusetts

Massachusetts follows the federal S election. Full Massachusetts S-corporation election guide.

Frequently Asked Questions

Where these numbers come from

This page covers the state filing required to incorporate in Massachusetts and the charges that follow it. Every figure was checked against Massachusetts's own published sources on July 29, 2026— the state business filing agency's fee schedule, the governing statute, and where a state tax applies, the state Department of Revenue. Commercial formation-service pages were used as leads only and are never cited. Anything the review could not confirm from an official source is left blank on this page rather than filled with an estimate.

Corporate income tax and franchise tax are quoted as the state publishes them, as rate schedules and thresholds, and are excluded from every dollar total here. They depend on income or net worth, so there is no flat figure that would be true for every corporation.