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Massachusetts field guide / 07 / Formation

Massachusetts Articles of Organization Fee by Authorized Shares: $275 Up to 275,000

01 / Short version

A Massachusetts business corporation pays $275 to file Articles of Organization if it authorizes up to 275,000 shares. Each additional 100,000 shares, or any fraction of 100,000, adds $100. So 275,001 shares costs $375 and 1,000,000 shares costs $1,075. The annual report fee does not change with share count, so the extra cost is a one-time charge at formation or amendment.

Massachusetts Secretary of the Commonwealth, Corporations DivisionMassachusetts Secretary of the Commonwealth, Corporations Division

Massachusetts General Laws chapters 156C, 156D, 180 and 110 and the Corporations Division Filing Fees page reviewed November 11, 2026. Confirm current fees with the Secretary of the Commonwealth before filing.

Heads up: we are an independent company that prepares and submits Massachusetts filings for owners. We are not the Secretary of the Commonwealth or its Corporations Division, and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.

  • Filed with the Massachusetts Corporations Division
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  • Cited to M.G.L. chapters 156C and 156D
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Incorporate in Massachusetts

Heads up: we are an independent company that prepares and submits Massachusetts filings for owners. We are not the Secretary of the Commonwealth or its Corporations Division, and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.

02 / Massachusetts choices

The forks in the road.

Base

$275 for up to 275,000 authorized shares.

Massachusetts Secretary of the Commonwealth, Corporations Division

Step

$100 for each additional 100,000 shares or any fraction thereof.

Massachusetts Secretary of the Commonwealth, Corporations Division

Examples

275,000 shares: $275. 375,000: $375. 375,001: $475. 1,000,000: $1,075.

Massachusetts Secretary of the Commonwealth, Corporations Division

Amendments

Articles of amendment are $100 minimum; increasing authorized shares adds $100 per 100,000 shares.

Massachusetts Secretary of the Commonwealth, Corporations Division

Annual report unaffected

The report is $100 online, $125 paper, regardless of shares.

Massachusetts Secretary of the Commonwealth, Corporations Division
03 / Gather this

What to have ready

  • Decide founder share counts
  • Plan an option pool
  • Leave room for investors
  • Stay at or below 275,000 if you can
  • Decide classes and par value
  • File the articles
Massachusetts Secretary of the Commonwealth, Corporations DivisionMassachusetts Secretary of the Commonwealth, Corporations Division
04 / Try the numbers

Massachusetts Articles of Organization Fee by Authorized Shares: $275 Up to 275,000

Massachusetts Articles of Organization Fee by Authorized Shares: $275 Up to 275,000

Massachusetts LLC and corporation cost calculator

Corporations Division fee (at cost)

$500.00

Our service fee

$149.00

Agent and kit

$199.00

First-year total

$848.00

Next year the LLC files a $500 annual report on the anniversary of its filing date. When we file online, the Division's electronic processing charge is added at cost as its own line.

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0 / 6 complete

Review the filing and fees

The fraction rule in practice

The articles form says $100 for each additional 100,000 shares or any fraction thereof. That means the fee jumps the moment you pass a threshold: 275,000 shares is $275, but 275,001 is $375. The next jump comes after 375,000. If your cap table works at 275,000 or below, there is no reason to authorize more at formation.

Source: www.sec.state.ma.us

Planning for investors and options

Many Massachusetts founders authorize 275,000 shares and issue 100,000 to 200,000 to themselves, holding the rest for an option pool and early investors. When a financing needs more, articles of amendment add shares at $100 per 100,000 plus the $100 minimum amendment fee.

Source: www.sec.state.ma.us

No annual penalty for big share counts

Some states tie annual fees to authorized shares. Massachusetts does not: the annual report is $100 online whether you authorize 1,000 shares or 10 million. The cost of a large count lands once, at formation or amendment.

Source: www.sec.state.ma.us

Classes and par value

The articles list each class of shares and the number authorized (c. 156D, § 2.02). Two classes, common and preferred, are common for companies that plan to raise money. Par value is optional in practice; ask counsel how it affects your issuances.

Source: www.sec.state.ma.us

Fee by authorized shares

Up to 275,000 shares: $275. 300,000 shares: $375. 500,000 shares: $575. 1,000,000 shares: $1,075. 2,000,000 shares: $2,075. Each block of 100,000 shares above 275,000, or any fraction of a block, adds $100. Issued shares do not change the fee; only authorized shares count.

Source: www.sec.state.ma.us

Raising shares later

A corporation that needs more authorized shares after formation files articles of amendment. The fee is $100 for each 100,000 shares added, with a $100 minimum. Adding 200,000 shares costs $200. Many founders authorize 275,000 at formation and amend only when an investor requires it.

Source: www.sec.state.ma.us

05 / Rules and citations

Massachusetts law and Corporations Division rules behind this.

Citations to the Massachusetts General Laws and Corporations Division pages.
TopicMassachusetts ruleWhere it comes from
Base$275 for up to 275,000 authorized shares.Massachusetts Secretary of the Commonwealth, Corporations Division
Step$100 for each additional 100,000 shares or any fraction thereof.Massachusetts Secretary of the Commonwealth, Corporations Division
Examples275,000 shares: $275. 375,000: $375. 375,001: $475. 1,000,000: $1,075.Massachusetts Secretary of the Commonwealth, Corporations Division
AmendmentsArticles of amendment are $100 minimum; increasing authorized shares adds $100 per 100,000 shares.Massachusetts Secretary of the Commonwealth, Corporations Division
Annual report unaffectedThe report is $100 online, $125 paper, regardless of shares.Massachusetts Secretary of the Commonwealth, Corporations Division
06 / Where to go next

Related Massachusetts reading.

Hand this filing to us

Heads up: we are an independent company that prepares and submits Massachusetts filings for owners. We are not the Secretary of the Commonwealth or its Corporations Division, and we do not give legal advice. Every state charge passes through at the exact amount billed, shown separately from our service fee.

07 / Owner questions

What Massachusetts owners ask us

No. Authorized shares are a ceiling; issue only what you need.

M.G.L. c. 156D, § 6.01

The articles state the classes and number of shares; many corporations use no par or a nominal par value.

M.G.L. c. 156D, § 2.02

Yes, by articles of amendment ($100 minimum).

Massachusetts Secretary of the Commonwealth, Corporations Division

Yes. Corp USA prepares and submits your Massachusetts filing with the Corporations Division for you. The state fee is passed through at cost and our service fee is shown separately at checkout, so you never have to work through the state's filing system yourself.

Massachusetts Secretary of the Commonwealth, Corporations Division