All corporations with a corporate purpose of rendering professional services and services ancillary thereto within a single profession in the commonwealth are subject to the following information. Use an attachment form for information that would otherwise not fit on the form you're filing. Please note the form that the attachment sheet is in reference to on the attachment sheet.
All the following forms are fillable PDF files that require Adobe Acrobat Reader for viewing. File sizes range from 60 KB to 250 KB.
Articles of Organization
One or more individuals, each of whom is licensed to perform a professional service, may organize a professional corporation by complying with the provisions of G.L. Chapter 156D and state its professional purpose in Article II. The appropriate regulatory board on an attached regulatory board certificate must sign off the professional purpose. M.G.L.A. c156A, § 7; 950 CMR 105.04.
Regulatory Board Certificate
Some activities conducted in the commonwealth require approval from the appropriate regulatory board or division of licensure prior to filing documents with the Corporations Division. A regulatory board certificate must be attached. Contact the appropriate agency for approval and submit this certificate attached to the articles of organization or foreign corporation certificate. M.G.L.A. Chapter 156A § 7 (1985); 950 CMR 105.04(d).
Annual Report for Professional and Foreign Professional Corporations
Every corporation authorized to transact business in the commonwealth must file an annual report with the Corporations Division within two and one half (2½) 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. M.G.L.A. c156A § 18 (1985) and c156D § 16.22 (2004); 950 CMR 105.08.
Articles of Amendment
A corporation may add or change any of the provisions contained in Articles I through VI of its original articles of organization by filing articles of amendment. Any provisions not required in the articles of organization may also be deleted with an amendment. M.G.L.A. c156D § 10.06 (2004); 950 CMR 113.34.
Change of Supplemental Information Contained in Article VIII of Articles of Organization
Any changes to the information contained in Article VIII of the corporation’s articles of organization must be set forth in a change of supplemental information. Registered agent and registered office changes CANNOT be made on this form. M.G.L.A. c156D § 2.02 and § 8.45 (2004); 950 CMR 113.17.
Statement of Appointment of Registered Agent
Each corporation must continuously maintain a registered office and a registered agent in the commonwealth. If the corporation does not currently have a registered agent, a statement of appointment must be filed. The registered office may, but need not be, the same as the corporation’s place of business. The registered agent’s written consent to their appointment must be included. M.G.L.A. c156D § 5.01 (2004); 950 CMR 113.20.
Statement of Change of Registered Agent/ Registered Office
A corporation may change its registered office or registered agent by filing a statement of change of registered agent or registered office. The registered office may, but need not be, the same as the corporation’s place of business. The registered agent’s written consent to their appointment must be included. M.G.L.A. c156D § 5.02 and § 15.08 (2004); 950 CMR 113.21.
Statement of Change of Registered Office by Resident Agent
The registered agent may change the street address of the registered office for any corporation for which he is a registered agent by filing a statement of change of registered office. The registered office may, but need not be, the same as the corporation’s place of business. M.G.L.A. c156D § 5.02 and § 15.08 (2004); 950 CMR 113.22.
Statement of Resignation of Registered Agent
A registered agent may resign by filing a statement of resignation with the Corporations Division. A copy of the resignation must also be furnished to the corporation. M.G.L.A. c156D § 5.03 and § 15.09 (2004); 950 CMR 113.23.
Certificate of Resignation of Director or Officer
If a corporation refuses to file a statement of change of supplemental information within 30 days following a change in officers or directors, any director or officer involved may evidence the change by filing a certificate of change or resignation. This form must also be mailed to the principal office of the corporation postage prepaid. M.G.L.A. c156D § 8.45 (2004); 950 CMR 113.17.
Articles of Correction
A professional corporation may correct a filed document if the document contains a typographical error or incorrect statement, or was defectively executed, attested, sealed, verified or acknowledged. M.G.L.A. c156D § 1.24 (2004); 950 CMR 113.12.
Restated Articles of Organization
A restatement of the articles of organization consolidates all of a corporation’s amendments into a single document. A corporation may concurrently amend its articles when a restatement is filed and include the amendments in the restated articles. M.G.L.A. c156D § 10.07 (2004); 950 CMR 113.35.
Articles of Voluntary Dissolution
A corporation may dissolve at any time after submitting articles of dissolution to the Division to authorize the dissolution. In order to file articles of dissolution, a corporation must file all annual reports owed by it for the last ten (10) fiscal years. M.G.L.A. c156D § 14.03 (2004); 950 CMR 113.41.
Articles of Voluntary Dissolution of Corporation Which Has Not Issued Shares or Has Not Commenced Business
A corporation that has not issued shares or has not commenced business may dissolve by majority vote of the incorporators or initial directors by filing a voluntary dissolution as such. In order to file articles of dissolution, a corporation must file all annual reports owed by it for the last ten (10) fiscal years. M.G.L.A. c156D § 14.01 (2004); 950 CMR 113.40.
Articles of Revocation of Dissolution
A corporation that has voluntarily dissolved may revoke its dissolution by filing articles of revocation of dissolution with the Division within 120 days after the effective date of the dissolution. The articles of dissolution must accompany this revocation. M.G.L.A. c156D § 14.04 (2004); 950 CMR 113.46.
Application for Revival
A corporation that was dissolved voluntarily or administratively prior to July 1, 2004, may be revived for all or limited purposes by any interested person by filing an application for revival. In order to effect a general revival, all annual reports owed for the last ten (10) fiscal years must be filed. M.G.L.A. c156B § 108 (1964); 950 CMR 104.18.
Application for Reinstatement Following Administrative Dissolution
A corporation that was administratively dissolved by the Division after July 1, 2004, may apply for reinstatement at any time. The application for reinstatement must be accompanied by a certificate from the Department of Revenue reciting that all corporate excise taxes and any related penalties have been paid or contain a request to the department of revenue for said certificate. In order to reinstate the corporation without limitation, all annual reports owed for the last ten (10) fiscal years must be filed. M.G.L.A. c156D § 14.22 (2004); 950 CMR 113.47.
Articles of Merger Involving Domestic Entities
One or more domestic corporations may merge with one or more domestic corporations or domestic other entities by filing articles of merger for domestic entities. All entities involved must be organized under the laws of the commonwealth. If applicable, any amendments to the surviving entity must be attached, and if the merger creates a new corporation, the articles of organization must be attached. M.G.L.A. c156D § 11.06 (2004); 950 CMR § 113.36.
Articles of Merger Involving Domestic Corporations, Foreign Corporations or Foreign Other Entities
One or more domestic corporations and one or more domestic other entities may merge with one or more foreign corporations or foreign other entities by filing articles of merger. If applicable, any amendments to the surviving entity must be attached, and if the merger creates a new corporation, the articles of organization must be attached. A corporation merging into a foreign corporation not registered to do business in the commonwealth at the time of filing the merger must file all annual reports required to be filed by it for the last ten (10) fiscal years. M.G.L.A. c156D § 11.06 (2004); 950 CMR 113.37.
Articles of Entity Conversion of Domestic Business Corporation to a Domestic Other Entity
A domestic business corporation may become a domestic other entity by filing articles of entity conversion. A corporation may convert only to the types of other entities that allow a plan of entity conversion to be duly approved in accordance with the organic law of the other entity. A corporation shall file all annual reports owed by it for the last ten (10) fiscal years. M.G.L.A. c156D § 9.53 (2004); 950 CMR 113.29.
Articles of Entity Conversion of a Domestic Other Entity to a Domestic Business Corporation
A domestic other entity may convert to a domestic business corporation by filing articles of entity conversion. An other entity may convert to a corporation only if a plan of entity conversion may be duly approved in accordance with the organic law of the other entity. A corporation shall file all annual reports required to be filed by it for the last ten (10) fiscal years. M.G.L.A. c156D § 9.53 (2004); 950 CMR 113.30.
Articles of Entity Conversion of a Foreign Other Entity to a Domestic Business Corporation
A foreign other entity may convert to a domestic business corporation by filing articles of entity conversion. The articles of conversion must state that the plan of entity conversion was duly approved in accordance with the organic law of the other entity. A corporation shall file all annual reports owed by it for the last ten (10) fiscal years. M.G.L.A. c156D § 9.53 (2004); 950 CMR 113.31.
Articles of Share Exchange Involving Domestic Corporations and Domestic Other Entities
A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic corporation or all of the interests of one or more classes or series of interests of a domestic other entity in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property or any combination of the foregoing by filing articles of share exchange with the Division. M.G.L.A. c156D § 11.06 (2004); 950 CMR 113.38.
Articles of Share Exchange Involving Domestic or Foreign Corporations or Foreign Other Entity
A domestic corporation may acquire all of the shares or other interests of one or more classes or series of shares or other interests of a foreign corporation or foreign other entity in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property or any combination of the foregoing; or a foreign corporation or other entity may acquire all of the shares of one or more classes or series of shares of a domestic corporation in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property or any combination of the foregoing by filing articles of share exchange with the Division. M.G.L.A. c156D § 11.06 (2004); 950 CMR 113.39.
Articles of Charter Surrender
A domestic corporation may domesticate in a foreign jurisdiction by filing articles of charter surrender. These articles must be filed in connection with the domestication of the corporation in the foreign jurisdiction. A corporation shall file all annual reports owed by it for the last ten (10) fiscal years. M.G.L.A. c156D § 9.23 (2004); 950 CMR 113.25.
Articles of Charter Surrender Upon Conversion to a Foreign Other Entity
A domestic business corporation may convert to a foreign other entity by filing articles of charter surrender upon conversion to a foreign other entity. The articles of charter surrender must be filed in connection with a conversion to a foreign other entity. A corporation shall file all annual reports owed by it for the last ten (10) fiscal years. M.G.L.A. c156D § 9.54 (2004); 950 CMR 113.32.
Articles of Charter Surrender Upon Foreign Nonprofit Conversion
A domestic business corporation may become a foreign non-profit corporation by filing articles of charter surrender upon foreign non-profit conversion. These articles must be filed in connection with the conversion of the corporation to a foreign non-profit corporation. The laws of the foreign jurisdiction must permit the conversion. A corporation shall file all annual reports owed by it for the last ten (10) fiscal years. M.G.L.A. c156D § 9.33 (2004); 950 CMR 113.27.
Application of Reservation of Name
If a corporation or other business entity wants to reserve a corporate name prior to incorporating or filing a certificate with the Corporations Division, a name reservation may be filed in accordance with M.G.L.A. c156D § 4.02 (2004); 950 CMR 113.18.
Attachment Sheet
This fillable page may be used as additional space on any form, as necessary.