Are you looking to form a Massachusetts professional corporation, but you’re not familiar with the incorporation process?
Professional corporations are those owned and operated by licensed professionals, like doctors, lawyers, and architects. There are quite a few important steps you’ll need to take to create your Massachusetts professional corporation and maintain it, so this guide will outline the rules and regulations involved with this process.
To get started, please reference our 12-step guide below or hire a professional online incorporation service like LegalZoom.
How to Form a Massachusetts Professional Corporation (in 12 Steps)
Step One) Determine Whether a Professional Corporation is the Right Choice
A professional corporation ― also known in the state of Massachusetts as a professional service corporation ― is a business structure formed by licensed professionals. In Massachusetts, such licensed professionals include, among others, registered physicians and surgeons, chiropractors, podiatrists, engineers, electrologists, physical therapists, psychologists, certified public accountants, public accountants, dentists, veterinarians, optometrists acupuncturists, and registered nurses.
Before beginning the process of forming a Massachusetts professional corporation, it’s very helpful to review your business’ objectives and become familiar with your options as a business owner.
Should you form a professional corporation?
This guide explains how to create a Massachusetts professional corporation. When starting a new business, forming a professional corporation is just one of several options. Many businesses instead choose to set up a professional limited liability company, or PLLC.
In general, the difference between the PLLC and a Massachusetts professional service corporation is the same as the difference between a regular LLC and corporation ― namely, that the corporation is a more formal and less flexible business type. Not sure which option is right for you? Read this guide from the SBA.
How will ownership be divided?
A professional corporation issues “shares” to its owners, who are known as its shareholders. Before forming your professional corporation, it’s important to decide how shares of ownership will be divided among the owners.
It’s crucial to note that any shareholders, directors, or officers of a professional corporation must all practice the same profession. In other words, people who are not physicians cannot hold these positions in a professional service corporation for physicians.
How will the professional corporation to be managed?
Corporations have two layers of control. The first layer is the Board of Directors. Directors are elected by the shareholders and meet periodically (as a “Board”) to make key decisions and set the strategic direction of the company.
The Board of Directors appoints “officers” who are responsible for carrying out the Board’s initiatives and managing the corporation’s day-to-day activities. Directors and officers can be (and often are) the same people. Before forming your corporation you should determine who your initial director(s) will be.
Step Two) Choose a Name
One of the most important aspects of the incorporation process is naming your business. There are three major elements to consider when choosing a name:
When naming a professional corporation in the state of Massachusetts, you will need to include the words “professional service corporation” or the abbreviation “PSC.” Your professional corporation’s name also cannot include any words or abbreviations that indicate other business types, like the phrase “limited liability company” or the initials “LLC.” You also are not allowed to include words that refer to certain types of businesses (like “bank” or “law office”) unless your business fits those descriptions.
In addition to the legal considerations, you might want to identify your line of business or your mission in your company name. For example, you can display any closely held values in your name, like using the word “green” for environmentally friendly businesses.
A Name You’re Proud of
Keep in mind that this is your business, so you should choose a name that you’re proud of, and that you enjoy sharing with potential customers. You should also make sure it sounds good when spoken aloud, and also looks good when written down.
Check Whether Your Preferred Name is Available
Visit the Secretary of the Commonwealth’s website and search both the Corporate Database and the Name Reservation Database to check whether it is already in use. If it’s not unique enough, you may need to tweak it or come up with a new name altogether.
Consider reserving a name
For a $30 fee, you can instantly reserve a name online for up to 60 days. During the initial 60 days, you can extend the reservation for an additional 60 days for an additional $30 fee. This will ensure that your name is not taken by another company during the incorporation process.
Step Three) Select a Registered Agent
Massachusetts professional corporations must designate a person or business to receive legal notices on behalf of the company. This important point of contact is known as the registered agent. You will be required to list the registered agent’s name and address when filing the Articles of Organization in step four.
Who can be my registered agent?
A registered agent must have a physical address within the state of Massachusetts where mail and legal notices can be served during regular business hours. You can hire a service to act as your registered agent, serve as your own registered agent, or even use an accountant or other business professional’s address – with their consent, of course.
The Massachusetts Secretary of State says that,
In Massachusetts, registered agents are referred to as “resident agents.” Your professional corporation’s resident agent can be an individual resident of Massachusetts, a domestic Massachusetts corporation, or a foreign corporation authorized to do business in Massachusetts.”
We recommend hiring a professional service to act as your registered agent. Doing so will help eliminate junk mail and more importantly, keep your personal and/or business address off the public record. For a list of the top 5 registered agent services, check out our guide.
Step Four) Complete Your Articles of Organization
This is THE document that formally registers your professional corporation with the state of Massachusetts. You can file your professional corporation’s Articles of Organization by fax, by mail or in person, or online.
Keep in mind that you are acting as the incorporator when you fill out and submit the Articles of Organization. You should sign as the incorporator before submitting the document.
|Cost to File||$275 minimum (for up to 275,000 authorized shares; each additional 100,000 shares is an additional $100)|
|Time to Complete Filing||1-3 business days|
|Agency||Secretary of the Commonwealth|
Secretary of the Commonwealth
|Agency contact info for filing questions||617-727-9640|
Step Five) Establish a Corporate Record
Professional corporations are required under Massachusetts law to document and keep a permanent record of all important company decisions.
The official corporate record may be kept at the professional corporation’s principal place of business, or stored in a safe location elsewhere. You should take the opportunity to set up a secure digital or physical location for storing company records as soon as possible.
Step Six) Designate a Board of Directors
The incorporator is responsible for selecting initial director(s) of the professional corporation. The incorporator should record initial director appointments in a signed document and file it to the corporate record. This document is known as the “incorporator’s statement.” A sample incorporator’s statement can be found here.
The initial directors will serve until new directors are elected at an annual shareholder meeting, or as otherwise indicated in the bylaws. The incorporator may also serve as an initial director. Keep in mind that your directors must all share the same profession as the one the professional corporation was formed for.
Step Seven) Create Corporate Bylaws
Corporate bylaws set out the rules and procedures for how the professional corporation will operate. Some important topics typically covered in the bylaws include:
- How shareholders will conduct votes
- The total number of directors and how each director will be elected
- How often the board of directors will meet
- The types of officer roles that will be appointed
- Procedures for resolving internal disputes
Your professional corporation will be required to adopt bylaws under Massachusetts law.
Bylaws help your business run smoothly, and are sometimes required by financial institutions for opening business bank accounts or acquiring loans.
Either the incorporator or the initial directors may prepare the company bylaws. The bylaws should be recorded in an internal company document, signed by the incorporator or a director, and filed to the corporate record. The bylaws are not filed with the state of Massachusetts.
Popular Strategies for Preparing Bylaws:
- Use a free online template. Northwest Registered Agent has a great free template you can download.
- Hire a lawyer to draft the bylaws. If your business has investors, is already profitable, or has multiple co-owners, we strongly encourage you to hire a lawyer experienced in Massachusetts corporate law to help you draft suitable bylaws. Look through Avvo’s directory of KY attorneys you can work with.
Step Eight) Hold First Board Meeting
After designating a board of directors and preparing bylaws, the new professional corporation should call for an initial board meeting. The incorporator often arranges and attends this first meeting. During the first board meeting, the initial directors should plan to cover the following topics:
- Review and approve corporate bylaws
- Designate officers to manage day-to-day business affairs
- Choose a bank
- Approve issuance of stock certificates
- Determine whether the company should elect to be taxed as a C corporation or S corporation (see step nine for more details)
Recording Meeting Minutes: a detailed record of all key discussions and decisions during the board meeting should be prepared and distributed to all board members for their review and approval. This record is known as the “minutes.” A copy of the minutes should be sent to each director for review and filed in the company record.
Step Nine) Handle Tax Obligations
You’ll need a federal tax ID number (EIN) to operate a professional corporation in Massachusetts. You can obtain your EIN from the IRS for free, and it’s a fairly painless and simple process. An EIN enables your professional corporation to hire employees, file corporate taxes, open business bank accounts, and more.
A major decision for any professional corporation is determining whether to be taxed as a C corporation or an S corporation. Take a look at how these two formats differ:
- C Corp: The majority of professional corporations are C corporations, as they are subject to far fewer restrictions than S corps. With a C corp, profits are taxed at the corporate level, and again on the personal tax returns of the shareholders, resulting in what’s commonly referred to as double taxation.
- S Corp: This is only an option if your professional corporation has fewer than 100 shareholders, only issues one class of stock, is not owned by another business entity, and does not have any foreign shareholders. If your corporation meets these requirements, you can select the S corp’s pass-through taxation which eliminates the double taxation issue of C corps. S corp dividends are not taxable.
All Massachusetts corporations will generally be required to pay corporate excise tax. Your professional corporation may also be subject to other state-level taxes, such as sales and use tax, depending on the nature of your business. You can learn more about the various state taxes in Massachusetts at Mass.gov. Once your business is formed, you can also register with MassTaxConnect, the Massachusetts Department of Revenue’s online portal where you can file returns, make payments, and maintain your tax accounts.
Many municipalities also have their own tax requirements. You should contact your city and county to confirm what local tax obligations apply to your business. Business resources for the four largest cities in Massachusetts are available online:
Step Ten) Obtain Business Licenses and Permits
While Massachusetts doesn’t require a general state business license, certain professions must obtain a professional license or permit before conducting any business activities in the state. You can find more information about professional licenses and permits on the Mass.gov website.
In addition, the city or county in which your business is located may also require you to obtain one or more licenses, permits, or registrations. You should be sure to contact your local government to confirm whether any local licensing requirements apply to your professional corporation.
Step Eleven) Acquire Insurance
Massachusetts requires that all employers in the state obtain workers’ compensation insurance for their employees. Workers’ compensation insurance is required regardless of industry, number of employees, or number of hours worked by each employee. You can find more information on this requirement on the Mass.gov website. If you plan to hire any employees for your professional corporation, you should make sure this insurance coverage is in place.
In addition, you should also pursue general liability insurance and other more industry-specific types of insurance. Because professional corporations are specialized businesses, you will most likely require insurance policies based on your occupation.
Step Twelve) Open a Business Bank Account
To operate a professional corporation and receive the limited liability protection that comes with it, you have to keep your personal assets entirely separate from your business assets. Due to this requirement, it’s strongly advised that you acquire a business bank account for your corporation.
Get Help Forming a Professional Corporation
The process of forming a professional corporation in any state can be a lengthy one. If you run into any trouble along the way, remember that there are plenty of organizations that can help you navigate the incorporation process.
Online Incorporation Services
If you would like to hire an affordable business incorporation service to create your professional corporation for you, services like LegalZoom and MyCorporation can help you out. These service providers can handle most of the formation process, while still charging much lower rates than a business attorney’s fees.
There isn’t the same level of personalization that a lawyer can provide, but online incorporation services can still be a tremendous help. The only major issue with these service providers is the fact that they can’t provide any actual legal advice, so you need to know what you want ahead of time.
Massachusetts Business Attorney
There are some situations where hiring a business lawyer is a preferable route to using an online incorporation service. The professional corporation as a business structure can be highly complicated and specialized, and if you want to have the peace of mind that every single step was taken care of by a true expert, hiring a business attorney to form your Massachusetts professional corporation is the way to go.
If you would like to pursue this route, there are some convenient services that can help you choose the right lawyer for your business. We like to use Avvo, which has extensive reviews and ratings for hundreds of Massachusetts business lawyers, which can make it much easier to select an attorney who has your best interests in mind, and also has the expertise to get the job done right.
The Massachusetts Small Business Development Center network can be great resource for small businesses in Massachusetts. There are five regional offices in the state where a full-time staff of business advisors are on hand to provide one-on-one business advisory services. These advisors can help you with issues such as business growth and strategies, financing and loan assistance, marketing, and operational analysis. The centers also provide a number of low cost educational training programs designed to help small businesses.
For additional assistance, you can also contact the Massachusetts District Office of the U.S. Small Business Administration. Information about workshops and events, business resources, and news related to small businesses are all available on their website.