How to Form a Professional Corporation in Massachusetts (2023 Guide)

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*Please note that the following information is accurate as of the time of writing (2023) and is subject to change. It is advisable to consult with a legal professional or refer to the Massachusetts Secretary of the Commonwealth's official website for the most up-to-date information and requirements.*

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Introduction

Forming a professional corporation (PC) in Massachusetts can provide numerous benefits to individuals practicing certain licensed professions. Whether you are a doctor, lawyer, engineer, or another licensed professional, organizing your practice as a professional corporation can help protect your personal assets and simplify business operations. This guide is intended to provide an overview of the steps involved in forming a professional corporation in Massachusetts.

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Step 1: Choose a Name for Your Professional Corporation

The first step in forming a professional corporation is choosing a name for your entity. Make sure the name you select complies with Massachusetts's naming requirements for professional corporations. Some key guidelines include:

- The name must include the words "professional corporation," "PC," or "P.C." at the end.

- The name should not imply that the corporation is engaged in any activity that professionals are prohibited from offering.

- Ensure that the name is distinguishable from other entities registered with the Massachusetts Secretary of the Commonwealth.

It is essential to conduct a thorough search to ensure your desired name is available, as the Secretary of the Commonwealth's office will reject your application if the name is not unique.

Step 2: Obtain a Certificate of Good Standing

Before filing the necessary documents to form a professional corporation, you should obtain a Certificate of Good Standing (CGS) from the Massachusetts Department of Revenue. A CGS demonstrates that you are up-to-date with any tax obligations to the state.

Step 3: Draft and File Articles of Organization

Next, you need to draft and file the Articles of Organization with the Massachusetts Secretary of the Commonwealth. This document is essential as it formally creates your professional corporation. The Articles of Organization typically include the following information:

- The corporation's name and address.

- The profession or professions to be practiced by the corporation's shareholders, directors, officers, and employees.

- The economic rights, restrictions, or limitations on the transferability of shares.

- The duration of the corporation.

It is advisable to consult with a corporate attorney when drafting the Articles of Organization to ensure compliance with all legal requirements.

Step 4: Appoint Incorporators and Directors

Professional corporations in Massachusetts require at least one incorporator to sign and submit the Articles of Organization. An incorporator can be any individual, including an attorney, certified public accountant, or any other professional qualified under Massachusetts's law to form a professional corporation. Additionally, you need to appoint one or more directors to manage the operations of the corporation. Directors must meet certain qualifications, depending on the type of profession the corporation is engaged in.

Step 5: Create Corporate Bylaws and Internal Governance

Once your professional corporation is formed, it is crucial to create thorough corporate bylaws outlining the rights and responsibilities of shareholders, directors, officers, and employees. Bylaws specify how decisions are made, voting procedures, meeting requirements, and the overall governance structure.

Step 6: File an Annual Report

Massachusetts requires professional corporations to file an Annual Report with the Secretary of the Commonwealth's office. The report should include the corporation's principal address, a list of directors and officers, and certain other relevant information. Failure to file the Annual Report may result in fines or penalties.

Conclusion

Forming a professional corporation in Massachusetts can provide numerous benefits to licensed professionals, such as liability protection and simplified business operations. However, the process of forming a professional corporation requires careful attention to legal requirements and compliance with state regulations. As such, it is advisable to consult with a corporate attorney or legal professional to ensure a successful formation process and protect the interests of the professionals involved.

Remember, this guide serves as a general overview and should not substitute for professional legal advice.

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