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Massachusetts tory, if applicable) Any other required state forms anization (mandatory, if applicable) Annual Corporate Reports (mandatory) Change of Address of Registered Agent (mandatory) Articles of Merger (mandatory, if applicable) Articles of Dissolution (mandaoseleaf binder) Document Filing Checklist - Massachusetts ? ? ? ? ? ? ? ? Application for Reservation of Corporate Name (if desired) Articles of Organization (mandatory) Amendments to Articles of Organd workers compensation requirements Check insurance requirements Procure corporate seal (if desired) Prepare stock certificates Prepare corporate accounting ledgers Prepare corporate record book (los of Organization If desired, have attorney review Articles of Organization prior to filing Review tax impact of incorporation with an accountant Check state tax, employment, licensing, unemployment, poration Checklist - Massachusetts ? ? ? ? ? ? ? ? ? ? ? ? Write state corporation office for information Complete Pre-Incorporation Worksheet Check annual fees and filing requirements Prepare Article___________________ ___________________________ ___________________________ Amount ______________ ______________ ______________ ______________ ______________ Pre-Incorporation Worksheet 4 Pre-Incor______________________ ________________________________ ________________________________ ________________________________ Cash/Property ___________________________ ___________________________ ________________________________________ Par value or no-par value: ________________________________________________________ Proposed sales of shares of stock: Name ________________________________ __________t: $ _________________________________________________________ Initial indebtedness: $ ___________________________________________________________ Initial authorized number of shares: ______________________________________________________ Required vote for directors actions (majority/%/unanimous?): ___________________________ Pre-Incorporation Worksheet 3 Corporate Stock Initial total investmen_____ Date ____________________ Time _____________ ______ directors ______ directors ______ stockholders ______ stockholders ______ either ______ either Required quorum for directors meetings: ____________________________________________________ Authority to amend the following corporate documents: Articles of Organization: Bylaws: Annual directors meeting: Place _________________________________ote for stockholders actions (majority/%/unanimous?): _________________________ Fiscal year: ____________________________________________________________________ Accounting type (cash or accrual?): __r stockholders meeting: __________________________________________ Annual stockholders meeting: Place ____________________________________ Date ________________________ Time ______________ Required v____________________________________ ____________________________________ Is qualification in other states necessary?_____________________________________________ Corporate Bylaws Required quorum foeasurer: Name _________________________ _________________________ _________________________ _________________________ Address ____________________________________ ____________________________________ d office address: _____________________________________ ______________________________________________________________________________ Proposed first officers: President: Vice President: Secretary: Tr_ ___________________________________________ ___________________________________________ ___________________________________________ Pre-Incorporation Worksheet 2 Corporation's registered agent an______________________________ ______________________________ Address ___________________________________________ ___________________________________________ ______________________________________________________________________________ Proposed first board of directors Name ______________________________ ______________________________ ______________________________ ______________________________ nt: ___________________________________________ Cost of incorporation: ___________________________________________________________ Corporate Management Proposed number of directors: _____________________________________________ ___________________________________________ Proposed date of first directors meeting: _____________________________________________ Proposed bank for corporate bank accouose who will act as incorporators: Name ______________________________ ______________________________ ______________________________ Address ___________________________________________ _______________Corporate existence (limited or perpetual?): __________________________________________ Proposed date to begin corporate business: ___________________________________________ Names and addresses of th______________________________________________________ Patents/copyrights/trademarks: ____________________________________________________ Incorporation Matters State of incorporation: Massachusetts _____________________________________ Pre-Incorporation Worksheet 1 Type of Business Purpose of corporation: __________________________________________________________ State/local licenses required: __________________________________________________________________________ Other places of business: _________________________________________________________ ___________________________________________________________________ ______________________________________________________________________________ Ownership of principal place of business (own or lease?): _______________________________ ____of business: ______________________________________________ ______________________________________________________________________________ Description of principal place of business: _____________________________________ _________________________ _________________________ _________________________ _________________________ _________________________ Location of Business Address of principal place ____ _________________________ Address ________________________ ________________________ ________________________ ________________________ ________________________ ________________________ Phone _____________________________ Parties Involved in Forming the Corporation Name _________________________ _________________________ _________________________ _________________________ ___________________________________________________________________________________ Alternate choices: _______________________________________________________________ ______________________________________________________sheet - Massachusetts Name/Address of State Corporation Department: Secretary of the Commonwealth One Ashburton Place, 17th Floor Boston, MA 02108 Proposed Name of the Corporation First choice: _____f shares of stock which may be approved by the board of directors once the corporation is officially authorized to issue stock. Instructions for Pre-Incorporation Worksheet 4 Pre-Incorporation Workffect the issuance of dividends and should be referred to the corporate accountant. Proposed sales of shares of stock: Here should be listed the names, cash or property, and value of potential sales os of stock. Shares must be sold for a price at or below par value. If no-par value is assigned, the shares are issued for the actual price paid per share. The choice of par or no-par value stock may alue or no-par value: This refers to an arbitrary indication as to the value of the stock. The designation of stock as having a certain "par" value is not an indication of the actual value of the shareization. The number of shares of stock to be authorized should be listed. For small corporations, this number may be influenced by the incorporation fee structure of the state of incorporation. Par vaitial indebtedness: If there is to be any initial indebtedness for the corporation, please list here. Initial authorized number of shares: This figure is required to be listed in the Articles of Organions for Pre-Incorporation Worksheet 3 for the issuance of shares of stock in the corporation. This is also referred to as "paid-in capital." In Massachusetts, there is no paid-in capital minimum. Inmous. Total initial investment: This figure is the total amount of money or property that will be transferred to the corporation upon its beginning business. This transfer will be in exchange Instruct the affirmative in order to officially pass any board of directors business. This is normally set at a "majority" (over 50 percent), although this figure can be set higher and can be made to be unanithough this figure can be set higher. Required vote for directors action: Once it is determined that a quorum of directors is present at a meeting, this is the percentage of directors who must vote ins is the percentage of directors that must be present at a board of directors meeting in order to officially transact any directors business. This is normally set at a "majority" (over 50 percent), alrity to amend the bylaws should be decided. Annual directors meeting: The date, time, and place of the annual board of directors meeting should be specified. Required quorum for directors meeting: Thiination of which bodies of the corporation will have the authority to amend the Articles of Organization. Amendments to Bylaws: The determination of which bodies of the corporation will have the authong professional. Also, note than in Massachusetts, the fiscal year end date must be stated in the Articles of Organization. Amendments to Articles of Organization: Under this item should be the determFiscal year and accounting type: For accounting purposes, the fiscal year and accounting type (cash or accrual) of the corporation should be chosen in advance. Please consult with a competent accountin the affirmative in order to officially pass any stockholder business. This is normally set at a "majority" (over 50 percent), although this figure can be set higher and can be made to be unanimous. e for stockholder action: Once it is determined that a quorum of stockholders is present at a meeting, this is the percentage of ownership of shares of issued stock in the corporation that must vote it at a "majority" (over 50 percent), although this figure can be set higher. Annual stockholders meeting: The date, time, and place of the annual stockholders meeting should be specified. Required vothe percentage of ownership of shares of issued stock in the corporation that must be represented at a stockholders meeting in order to officially transact any stockholder business. This is normally se corporation. If you desire that your corporation qualify for activities in another state, you are advised to consult a competent business attorney. Required quorum for stockholders meeting: This is t in that state. This generally requires obtaining a Certificate of Authority to Transact Business from the other state. In this context, a corporation from another state i referred to as a "foreign" son Worksheet 2 Out-of-state qualification: If the corporation desires to actively conduct business in a state other that the main state of incorporation, it is necessary to "qualify" the corporation who are proposed as the first officers of the business. Note that in Massachusetts, the names of the initial officers must be stated in the Articles of Organization. Instructions for Pre-Incorporaticorporation is selected as the registered agent. Proposed first officers: This information is not provided in the Articles of Organization and need not be made public. You should list here the personsson need not be a stockholder, director, or officer of the corporation. The registered agent need not be a lawyer. Normally, the main owner, chairperson of the board of directors, or president of the (except New York) require that a specific person be available as the agent of the corporation for the service of process (i.e., to accept subpoenas or summonses on behalf of the corporation). The perticles of Organization. Corporation's registered agent and address: You should list the name and actual street address of the person who will act as the registered agent of the corporation. All statesd of directors: You should list the names and addresses of the proposed members of the first board of directors. Note that in Massachusetts, the names of the initial directors must be stated in the Artts, the minimum number of directors is three, unless there are fewer than three stockholders, in which case the minimum number of directors is equal to the number of stockholders. Proposed first boaraining professional assistance (legal or accounting); the cost of procuring the necessary supplies; and any other direct costs of the incorporation process. Proposed number of directors: In Massachuserst directors meeting. Cost of incorporation: The state fees for incorporation vary. A complete fee schedule is available at the web address listed above. This cost should also reflect the cost of obte of incorporation, you should determine the bank which will handle the corporate accounts. Obtain from the bank the necessary bank resolution, which will be signed by the board of directors at the fig: This will be the date proposed for holding the first meeting of the board of directors, at which the corporate bylaws will be officially adopted. Proposed bank for corporate bank account: In advancns) who will prepare and file the Articles of Organization. In Massachusetts, the minimum number of incorporators is one. Incorporators must be 18 years of age or older. Date of first directors meetinnization), the incorporators of your corporation will continue to be legally liable for any business conducted on behalf of the proposed corporation. Incorporators: This should be the person (or perso to begin corporate business: This should be the date on which you expect the corporation to begin its legal existence. Until this date (actually, until the state formally accepts the Articles of Orgaons for Pre-Incorporation Worksheet 1 Corporate existence: The choices here are perpetual (forever) or limited to a certain length. In virtually all cases, you should choose perpetual. Proposed datethe case. Virtually all states have now enacted corporate laws very similar to those in Delaware. In the vast majority of situations, it is preferable to be incorporated in your home state. Instructiate in which to incorporate. This was due to the fact that Delaware was the first state to modernize its corporation laws to reflect the realities of present-day corporate business. This is no longer be noted here. State of incorporation: In general, the corporation should be incorporated in the state in which it will conduct business. In the past, the state of Delaware was regarded as the best st the types of licenses required for your locality and business type. Patents/copyrights/trademarks: If patents, copyrights, or trademarks will need to be transferred into the corporation, they should ally, certain types of businesses will require health department approvals, state board licensing, or other forms of licenses. If necessary, check with a competent local attorney for details regardinges to operate your type of business. Most states require obtaining a tax ID number and a retail, wholesale, or sales tax license. A federal tax ID number must be obtained by all corporations. Additionthe necessity of later amending the Articles of Organization to reflect a change in direction of your business. State/local licenses required: Here you should note any specific requirements for licensa corporation must have a specific primary purpose stated in the Articles of Organization. In stating a specific purpose, you should try to be broad enough to allow your business fliexibility without he actual physical location of the main business. It may not be a post office box. If the corporation is home-based, this address should be the home address. Purpose of corporation: In Massachusetts, sting should provide the names, addresses, and phone numbers of all of the people who are involved in the planning stages of the corporation. Principal place of business: This must be the address of t of name. In Massachusetts, a corporate name is reservable for 30 days (reservation is renewable once.) The corporate name must indicate that the corporation is incorporated. Parties involved: This lin. The name must not conflict with any existing company names, nor must it be deceptively similar to other names. It is often wise to clearly explain the business of the corporation through the choicethat you can also download state forms and fee schedules at http://www.state.ma.us/sec/cor/coridx.htm. Corporate name: The selection of a corporate name is often crucial to the success of a corporatioation in the Commonwealth of Massachusetts, as state laws and fees charged for incorporation are subject to change. Having the latest available information will save you time and trouble. Please note e corporation department: The address is listed on the Worksheet. You should write to this department immediately, requesting all available information on incorporation of a for-profit business corporwise) arising in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Instructions for Pre-Incorporation Worksheet - Massachusetts Address of statgoods or services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherthors or publishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute ess for any of the materials for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its agents, partners, or affiliates, or ii) the providers, aut to the "Disclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or implied warranties of merchantability, suitability or completen://www.mass.gov/. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and use of these materials is subjececklist Note: Please note that the state specific information provided in this packet may change. To ensure its accuracy, please contact your state's Secretary of State or visit their website at httpt may be required. Included in this packet are the following: · · · · Instructions for completing Pre-Incorporation Worksheet Pre-Incorporation Worksheet Pre-Incorporation Checklist Document Filing Chten worksheet will also provide all persons involved with a clear and permanent record of the information. This may provide the principals of the corporation with vital support for later decisions thaoting rights, number of directors, and other management decisions often will enable potential associates to resolve many of the difficult problems of corporate management in advance. The use of a writ are desiring to form the corporation. Often, conflicts and demands are not known until the actual process of determining the corporate structure begins. Frank discussions regarding the questions of vl of the basic data to use in preparing the necessary incorporation paperwork. The process of preparing this worksheet will also help uncover any potential differences of opinion among the persons who purpose, structure and type prior to incorporation within the Commonwealth of Massachusetts. Using the included worksheet and checklists, potential business owners will be able to have before them alInformation Pre-Incorporation Kit - Massachusetts Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a corporation's Massachusetts