Fill and Sign the Massachusetts Corporation Form

Prepared by U.S. Legal Forms, Inc. Copyright 2016 - U.S. Legal Forms, Inc. COMMONWEALTH OF MASSACHUSETTS PROFESSIONAL SERVICE CORPORATION Control Number: MA-00INC2 The contents of this package are as follows: 1. Statutory Reference 2. Introduction and Law Summary 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Disclaimer PROFESSIONAL SERVICE CORPORATION for State-Licensed Professionals COMMONWEALTH OF MASSACHUSETTS Electronic Version Statutory References GENERAL LAWS OF MASSACHUSETTS, Chapter 156A (Professional Corporations) http://www.mass.gov/legis/laws/mgl/gl-156a-toc.htm GENERAL LAWS OF MASSACHUSETTS, Title XXII – Corporations http://www.mass.gov/legis/laws/mgl/gl-pt1-toc.htm (scroll down) Introduction and Law Summary A professional corporation organized to engage in the practice of a licensed profession is controlled by the statutory requirements of the General Laws of Massachusetts, Title XXII, Corporations, and specifically by Chapter 156A: Professional Corporations. Additionally, the corporation and its shareholders are subject to the rules and regulations of the R egulating Board, for the subject profession - the board or governing authority in Massachusetts which is charged with licensing and regulating the profession of any person performing a professional service. A professional corporation may be organized only for the purpose of rendering professional services and services ancillary thereto within a single profession. However, if allowed by the regulating board, a professional corporation may be organized for the purpose of rendering professional services within two or more professions. A professional corporation may own real and personal property necessary or appropriate for rendering the professional service it was organized to render, and may invest its funds in real estate, mortgages, stocks, bonds, or any other type of investment. Except as otherwise provided by law or regulation, the personal liability of a shareholder of a professional corporation is no greater in any respect than that of a shareholder of an ordinary corporation. The statutory provisions applicable to professional corporations do not alter any law applicable to the relationship between a person rendering professional services and a person receiving such services, including any liability arising out of the rendition of those professional services. Likewise, any privilege applicable to communications between a person rendering professional services and the person receiving such services extends to communications between a professional corporation or its employees rendering professional services and the person receiving such services. The corporate name of a professional corporation must end with the words "Professional Corporation", "Corporation" or "Incorporated" or the abbreviation "P.C.", "Corp." or "Inc." A regulating board may adopt further requirements as to the names of professional corporations organized to render a professional service subject to the jurisdiction of such regulating board. A majority of directors of a professional corporation and all of its officers except the treasurer, clerk, secretary and any assistant treasurer, assistant clerk or assistant secretary must be licensed to render a professional service permitted by the articles of organization of the corporation. A professional corporation may issue shares, fractional shares, and rights or options to purchase shares only to: (1) Natural persons who are licensed in the commonwealth or in any other state or territory of the United States or the District of Columbia to render a professional service permitted by the articles of organization of the corporation; (2) General or registered limited liability, partnerships in which all the partners are natural persons who are licensed in the commonwealth or in any other state or territory of the United States or the District of Columbia to render a professional service permitted by the articles of organization of the corporation; (3) Professional corporations authorized by law to render a professional service permitted by the articles of organization of the corporation. (4) Business corporations authorized by law to engage in the rendering of the professional services permitted by the articles of organization of the professional corporation; and (5) Limited liability companies authorized by law to engage in the rendering of the professional services permitted by the articles of organization of the professional corporation. The regulating board may further restrict the authority of professional corporations to issue or transfer shares, but no such rule shall have the effect of causing a shareholder of a professional corporation at the time such rule becomes effective to become a disqualified person. A shareholder of a professional corporation may transfer shares and rights or options to purchase shares of the corporation only to qualified persons. A shareholder may pledge of shares of a professional corporation to a disqualified person. A professional corporation may adopt other restrictions on the transfer of its shares or requiring that transferees be approved by its shareholders or directors under provisions of its articles of organization, by-laws or an agreement binding upon all of its shareholders. Any transfer of shares in violation of the statutory provisions is void. The regulating board is authorized to promulgate rules for professional which are deemed necessary in the public interest or required by the public health or welfare or by generally recognized standards of professional conduct. No statutory provision restricts or limits the authority or duty of regulating board with respect to natural persons rendering a professional service within the jurisdiction of the licensing authority, or any law, rule or regulation pertaining to standards of professional conduct. PRIOR TO FILING THE APPLICATION FOR RESERVATION OF NAME AND/OR THE ARTICLES OF ORGANIZATION YOU SHOULD CONTACT THE MASSACHUSETTS REGULATING BOARD FOR YOUR PROFESSION TO SEEK CORPORATE NAME APPROVAL AND TO CONFIRM THAT YOU ARE IN COMPLIANCE WITH ALL OF THE BOARD'S RULES AND REGULATIONS. YOU MUST ALSO OBTAIN CERTIFICATE(S) OF LICENSURE FROM THE BOARD TO FILE WITH YOUR ARTICLES OF ORGANIZATION. CONTACT YOUR BOARD FOR DETAILS. * * * Forms List The following forms are available for download with this package.  MA-NAMERESV: Application for Reservation of Entity Name  MA-00INCP: Articles of Organization & Certificate by Regulatory Board  MA-PC-TL: Sample Transmittal Letter  MA-PC-OM: Sample Organizational Minutes  MA-PC-BL: Sample Bylaws  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  US-IRS-2553 : Election of “S” Corporation Status & Instructions  MA-PC-AM : Sample Annual Minutes  MA-PC-CR : Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate Instructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To complete the forms click on the gray shaded areas and type the information. For the separation agreement complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present, will become visible. If there are no form fields, just type into the document, underlining if necessary, to complete the form. Some forms may be “locked” which means that the content of the forms cannot be changed unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation marks. After you make the changes relock the document before you begin to complete the fields. After any required changes relock the form, then click on the first form field and enter the required information. You will be able to navigate through the document from form field to form field using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to Incorporate The practice of a state-licensed profession in the Commonwealth of Massachusetts is controlled, generally, by the statutory mandates set out in the statutes noted above, in statutes applicable to your profession, and by the rules and regulations established by the Massachusetts Board or other governing entity for your profession. You should check with your governing entity to determine if there are any additional rules or regulations promulgated with which you must comply, any certificate of compliance or licensure you must obtain, etc. Important Printing Instructions All forms filed with the Secretary of the Commonwealth MUST be printed on 8.5 x 11" white 25% cotton bond paper in black ink. You may print the forms as one- or two-sided documents. Step 1: See FORM: MA-NAMERESV APPLICATION FOR RESERVATION OF ENTITY NAME It is recommended that you reserve a corporate name in order to assure that your Articles of Organization not be rejected because the name you have selected is not available You may skip this step and go to Step 2, but if the name you have selected is not available, the Articles of Organization will be rejected and returned. ► This form should be typed or printed in BLACK ink. ► Print or type the corporate name you wish to reserve. ► A corporate name for a professional corporation must include the word professional corporation", "corporation", or "incorporated" or the abbreviation "P.C.", "Corp.", or "Inc." BE SURE THE NAME YOU SELECT COMPLIES WITH THE RULES AND REGULATIONS OF THE REGULATORY BOARD FOR YOUR PROFESSION. ► Have the Applicant sign the Application ► Provide the name and address of the Applicant. ► The reservation reserves the name for the exclusive use of the applicant for a period of thirty days. The name may be re-reserved by the applicant for an additional thirty day period upon payment of an additional thirty dollar ($30.00) fee. Before the name may be reserved for a third thirty day period the name must be made available to the public for one business day. ► File the original and one copy of the Application. ► The filing fee is $30.00. A preliminary check for name availability can be made by telephoning the Corporations Division at (617)727-2850 or (617)727-9640. This is only a preliminary inquiry and does not guarantee that the name will be available at the time of filing. Mail the original and one copy of the APPLICATION FOR RESERVATION OF NAME along with the $30.00 filing fee (Make check payable to Commonwealth of Massachusetts) to: Secretary of the Commonwealth Corporations Division One Ashburton Place Boston, MA 02108-1512 Telephone: (617)727-9640 Step 2: See FORM: MA-00INCP ARTICLES OF ORGANIZATION and CERTIFICATE BY REGULATORY BOARD Once you have reserved the corporate name, or if you have chosen to proceed without reserving a name, you are ready to complete the Articles of Organization. ► The Articles of Organization should be typewritten or printed in black ink. ► Complete the Articles of Organization. ► Article III: State the number of shares authorized. Par value must be at least $1.00. The articles with this package provide for only one class of stock: common stock. ► Article IV: Write "N/A" in this section. This only applies to corporations where more than one class of stock is authorized. ► Article V: Any applicable stock transfer restrictions should be included in this article. If there are none then state “None”. This package does NOT provide for such restrictions EXCEPT THAT the s hares of a professional corporation may be issued only to persons licensed to practice the profession in Massachusetts, general partnerships of which all partners are licensed to practice of the profession in Massachusetts, and professional corporations authorized by their charter to engage in the practice of the profession in Massachusetts. ► Article VI: Other lawful provisions you desire. Generally, you will state “None”. ► Article VII: This provision states the efective date of the incorporation. There is nothing to add unless you want a LATER efective date. ► Article VIII: (a) Provide the street address of the corporation and principal office in the Commonwealth. (b) Provide the names of the President, Treasurer, Clerk and Directors. You are required to have at least three directors if there are three or more shareholders, at least two directors if there are two shareholders, and at least one director if there is only one shareholder. Include street residence address and post office address of each officer, director and shareholder listed. (c) – (g) Complete the information requested. ► All Incorporators must sign and type or print his/her name in the space provided. Each Incorporator must also provide his/her residence address. You are only required to have one Incorporator. ► On the last page, fill in the lines below where the form states “To Be Filled In By Corporation.” ► File the original and one copy of the Articles of Organization. ► The filing fee is $275.00 for up to 275,000 shares. Plus $100.00 per additional 100,000 shares (or fraction thereof). YOU MUST SUBMIT WITH THE ARTICLES A CERTIFICATE FROM THE REGULATORY BOARD FOR YOUR PROFESSION THAT EACH OF THE INCORPORATORS, THE PRESIDENT AND ANY VICE PRESIDENTS, A MAJORITY OF THE DIRECTORS, AND EACH SHAREHOLDER IS DULY LICENSED TO PRACTICE THE PROFESSION IN MASSACHUSETTS. CONTACT YOUR REGULATORY BOARD FOR DETAILS. A CERTIFICATE IS PROVIDED WITH THE ARTICLES OF ORGANIZATION. Step 3: Mail the original and one copy of the ARTICLES OF ORGANIZATION together with the $275.00 (or more, as stated above) filing fee, AND the abovementioned REGULATORY BOARD CERTIFICATE(S) (Make check payable to Commonwealth of Massachusetts) to: Secretary of the Commonwealth Corporations Division One Ashburton Place Boston, MA 02108-1512 A sample cover letter to send with the articles is included in this form packet. See FORM: MA-PC-TL SAMPLE TRANSMITTAL LETTER Step 4: Upon return of the Articles of Incorporation, conduct an Initial meeting at which time directors and officers are elected, by-laws are adopted, and other action is taken. See FORM: MA-PC-OM SAMPLE ORGANIZATIONAL MINUTES See FORM: MA-PC-BL SAMPLE BY-LAWS Step 5: Apply for a Federal Tax Identification Number. This is done with form IRS-SS- 4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 6: If you elect Subchapter S status so that the corporation income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate. See Supplemental Form: US-IRS-2553 ELECTION OF S-CORPORATION STATUS & INSTRUCTIONS Step 7: Open a Corporate bank account and conduct business. Step 8: Hold an annual meeting of the directors and shareholders at least once a year to elect directors and officers for the upcoming year and to take action as needed. See FORM: MA-PC-AM General: For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: MA-PC-CR You must file an annual report with the Corporations Division within two and one half months after the close of the corporation’s fiscal year end. All those corporations rendering professional services must file an annual report that also lists the names and residential addresses of all shareholders and certifies that all shareholders are duly licensed to render one or more professional services for which the corporation is organized. (You may need to include this professional- corporation-specific material as extra information on the form). Obtain the necessary form here , or contact the Secretary of the Commonwealth’s Office. * * * Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal: If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Corporate Books: See http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gif Order for your state: http://www.uslegalforms.com/stock-certificates.htm * * * Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. 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