Business and Commercial
We focus on various aspects of business, including forming a company, mergers and acquisitions, shareholder rights, and property issues such as leasing office or warehouse space, negotiable instruments, and secured transactions.Whether you're looking for growth support, help with relocating, or just general counseling, attracting new businesses to Massachusetts, we can help by providing confidential, one-to-one legal advice your prospective and existing businesses.There are a number of business entities available to help shield you such as forming a corporation, limited-liability company (LLC), limited-liability partnership (LLP) or limited partnerships (LP). Also, Business owners often try to negotiate sales of goods on their own without known the legal requirements under their state’s version of the UCC. This can lead canceled contracts, lost profits, and even legal penalties if the other party decides to sue.
One of your first business decisions is deciding how to structure your company. Your business structure affects how much you pay in taxes, your ability to raise money, the paperwork you need to file, and your personal liability. You'll need to choose a business structure before you register your business with the state. Most businesses will also need to get a tax ID number and file for the appropriate licenses and permits.
1.Corporation.
If you intend to form a Massachusetts-based corporation, you must file "Articles of Organization" with the Secretary of the Commonwealth, in addition to fulfilling all applicable Internal Revenue Service, Department of Revenue, and Division of Unemployment Assistance registration requirements.
• Domestic corporations
The Articles of Organization contain administrative information a corporation must furnish to officially establish identity in the Commonwealth. Corporations organized in Massachusetts are "domestic corporations."
• Foreign corporations
Corporations organized or chartered in another state or country are "foreign corporations." They must file a foreign registration certificate with the Secretary of the Commonwealth within 10 days of commencing business in Massachusetts.
In addition, all foreign and domestic corporations registered in Massachusetts are required to file an annual report with the Secretary of the Commonwealth within two and one-half months after the close of their fiscal year.
• Non-Profit
A non-profit corporation shall organize for a non-profit purpose consistent by filing articles of organization with the Corporations Division. M.G.L.A. c180 § 4; 950 CMR 106.03.
2. LLC: Limited Liability Company
An LLC is an unincorporated association that provides limited liability to owners (called members). Generally, members are not personally liable for an LLC's debts, obligations and liabilities, and members can participate in management and control of the LLC without increasing their personal exposure beyond their contribution to the business.
3. LLP: (Limited Liability Partnerships)
An LLP is a partnership which, by registering with the Secretary of the Commonwealth, limits the personal liability of a partner for debts, obligations and liabilities of the partnership, whether in tort, contract or otherwise from negligence, wrongful acts, errors or omissions, except that a partner cannot eliminate liability for his own negligence. LLPs must also file an annual report with the Secretary of the Commonwealth.
4. Partnerships
Partners in a partnership can be individuals, or other businesses and organizations such as corporations and trusts. A partnership is formed when two or more individuals or organizations decide to go into business together.
A partnership is not directly subject to income tax. Instead, each partner is taxed on the partner's share of the partnership income, whether distributed or not.
5. Tax
Businesses come in all sizes — from large multinational corporations to sole proprietors. Whatever your size, you need to take care of your t obligations to the Commonwealth.
Most businesses or their owners are required to pay tax on business income, but the type of tax they must pay and the forms they must file depend on how they are organized as a business. You should consider consulting a tax or business advisor on the tax and other implications of organizing your business as a sole proprietorship, partnership, corporation or S corporation.
6. What is "Doing-Business-As" Certificate
A DBA lets you conduct business under a different identity from your own personal name or your formal business entity name.
Not all states require you to register a DBA, but Massachusetts does. According to Massachusetts General Laws, Chapter 110, Section 5, DBA registrations are required for “Any person conducting business in the commonwealth under any title other than the real name of the person conducting the business, whether individually or as a partnership”
Reference regulations:
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