How to Form a Corporation in Massachusetts
By Edmond Hui · Facts verified July 29, 2026 against primary state sources

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.
What you file in Massachusetts
Incorporation filing
| Document | 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 |
| Fee | $275 |
| Recurring report | Annual 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 due | Must 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.
| Charge | Amount | How 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 | $275 | One time |
| Annual Report for Domestic and Foreign Corporations (M.G.L. c. 156D, s. 16.22; 950 CMR 113.57) — no form number assigned | $125 | Every 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
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.
| Corporation | LLC | |
|---|---|---|
| Formation filing fee | $275 | $520 |
| Report cadence | Every year | Every 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
| Applies | Yes |
| Rate | Massachusetts 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.
Primary sources:
- https://www.sec.state.ma.us/divisions/corporations/general-information/corporations-filing-fees.htm
- https://www.sec.state.ma.us/divisions/corporations/download/Fee_Schedule.pdf
- https://www.sec.state.ma.us/divisions/corporations/filing-by-subject/corporations/corporations-domestic.htm
- https://malegislature.gov/Laws/GeneralLaws/PartI/TitleIX/Chapter63/Section39
- https://malegislature.gov/Laws/GeneralLaws/PartI/TitleIX/Chapter63/Section32D
- https://www.mass.gov/lists/2025-massachusetts-corporate-excise-tax-forms-and-instructions