How to Form a Corporation in Massachusetts

What you file in Massachusetts

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.

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 $113.49. 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

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.

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 14 of the 50 states, the two entities cost the same in 26, 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

Franchise or gross-receipts tax

The Massachusetts corporate excise 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 Massachusetts levies, 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.

Where these numbers come from