Massachusetts Articles of Organization Professional Corporation | Form PC
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The Massachusetts Articles of Organization Professional Corporation | Form PC was designed for Incorporators wishing to submit required information to the Secretary of the Commonwealth of Massachusetts. This allows a corporation to be formed in compliance with this governing body’s regulations. A professional corporation will also have to satisfy other governing entities such as an appropriate Regulatory Board or Commission. The nature of a professional corporation will require that any licenses or certificates required by a professional corporation be obtained and submitted with the Articles of Organization. Also, other entities such as the I.R.S will also have a set of requirements that needs to be met. Incorporators are encouraged to do as much research as possible and even consult with a professional (i.e. an attorney or accountant) before submitting this paperwork to the Secretary of the Commonwealth of Massachusetts.

You may submit these articles and all supporting documents along with Full Payment of all applicable fees to the Secretary of the Commonwealth of Massachusetts. This may be done by mail, in person, by fax, or online. All Fax filings must be accompanied by a Fax Voucher Cover Letter (you must create one on site to generate a unique bar code here: http://corp.sec.state.ma.us/corpweb/faxvouchers/faxentry.aspx). If filing forms (by mail, in person, or by fax), keep in mind that if you must continue any of the information required onto another document due to a lack of room, you may only do so on the Massachusetts Attachment form which you may also download from the instructions below. You may mail or deliver the Massachusetts Articles of Organization package to Secretary of the Commonwealth, One Ashburton Place, Boston, MA 02108-1512 or you may fax your filing to (617) 624-3891. If you wish to file online go to: http://www.sec.state.ma.us/cor/corpweb/corcor.htm where you may file articles for a profit corporation (see instructions:  . The Filing Fee for the Massachusetts Articles of Organization is $275.00 for the first 275,000 shares. If the professional corporation is authorized to issue more than 275,000 shares, there will be an additional $100.00 to the Filing Fee Amount for per 100,000 shares.

How To File by Mail or In-person

• Download Form
• Download Massachusetts Attachment

Step 1 – Download the Massachusetts Articles of Organization for a Professional Corporation | Form PC here:

Step 2 – In Article I, fill in the Name you wish to use for the entity being created by these articles.

Step 3 – Article II will require a description for the purpose of creating this professional corporation and a description of the professional services/activities this corporation will carry out or provide.

Step 4 – A table to report stock information will be provided in Article III. There are two categories provided “Without Par Value” and “With Par Value.” Report the Type (Class) of stock this corporation has been authorized to issue and the total Number of Shares of each Class.

Step 5 – Article IV provides an area to report any specifics that may apply regarding the Series and Class of stocks this professional corporation may issue. Here you must define any limitations, priveleges, considerations, preferences, and relative rights of each Class or Series in the space provided.

Step 6 – Some corporations wish to have restrictions placed on the transfer of shares. If this corporation wishes to impose such restrictions they must be listed in the space provided in Article V. Be specific.

Step 7 – Article VI will provide an area where any additional provisions may be listed. If there is not enough room here, you may continue on a Massachusetts Attachment Sheet which you may download here: . Make sure this is clearly labeled.

Step 8 – If you wish the corporation being formed by these articles to go into effect on a specific date you may indicate this in Article VII. Here you may list a specific date within ninety days of the day this has been received and successfully filed by the Massachusetts Secretary of the Commonwealth. This date must be in the future and may not be a date prior to the receipt of these articles by the state.

Step 9 – You must document the Full Street Address of the Initial Registered Agent in the space provided in Article VIIIa. This must be the physical location the Resident Agent maintains and may be found residing or working in. This may not be a P.O. Box.

Step 10 – The Massachusetts Secretary of the Commonwealth requires the legal Full Name of the Initial Resident Agent to be registered with their office. Do this in the blank space provided in Article VIIIb.

Step 11 – The Initial Officers for this corporation, at the time of formation, must be registered with the State as well. This must be done in Article VIIIc. Report the Full Name and Address of the President, Treasurer, Secretary, and Director(s) in the spaces provided for each party. While each of these may report a Business Address, shareholders must report a Residential Address.

Step 12 – Document the year the Fiscal Year terminates for this corporation in Article VIIId.

Step 13 – Write out a description of the type of corporate activities this corporation will engage in upon formation and during its lifespan in Article VIIIe.

Step 14 – The Principal Office of this this corporation will need to be reported in Article VIIIf. This may not be a Post Office Box and must be the actual location in Massachusetts.

Step 15 – Report where the corporate records will be physically located in Article VIIIg. Below this, indicate if this is the Principal Office, an Office of its Secretary/Asst. Secretary, Transfer Agent Office, or its Registered Office.

Step 16 – Next, locate the line starting with “Signed this,” then enter the Calendar Date of the Month, the Month, and the Year these articles are being signed on the first three blank spaces. Below this the Incorporator must Sign his/her Name on the Signature Line then proved a Printed version on the blank line below this. Finally, the Incorporator’s Address must be reported on the line labeled “Address.” If there are other Incorporators, they may provide their signatures, printed names, and addresses.

Step 17 – You may proceed to the second page but skip the top and go directly to the section titled “To Be Filled In By Corporation.” Here, you must report the Identity and Contact Information for the party whom the corporation has designated to receive correspondence from the Secretary of State regarding this paperwork and the formation of the professional corporation. Report the Full Name, Full Address, Telephone Number, and Email Address of this party on the blank lines provided.

Step 18 – Now that you have provided all the information on this form and attached any additional or required paperwork you have completed your paperwork. The Filing Fee for the Massachusetts Articles of Organization Professional Corporation | Form PC is $275.00 if your corporation has been authorized to issue under 275,000 shares. If your corporation has been authorized to issue more than this, the filing fee will need an additional $100.00 for every 100,000 shares above 275,000. This fee is payable by check or money order made out to “Secretary of State.” You may mail or hand deliver this package to:

Secretary of the Commonwealth
One Ashburton Place
Boston, MA 02108-151

You may also fax in your package but you must generate a Fax Voucher Cover Letter with a unique barcode. This may only be done on the Secretary of the Commonwealth of Massachusetts website at: http://corp.sec.state.ma.us/corpweb/faxvouchers/faxentry.aspx. Then faxing to (617) 624-3891. In this manner you may pay by Visa, MasterCard, or an Electronic Check. Each accompanying filing must contain its own Fax Voucher Cover Letter. Do not include a separate cover letter of your own design. You may wait 48 hours then check www.sec.state.ma.us/cor to see if it has been received.