Legal services for technology-based companies

_____________________________________________________________________________________ Ascentage Law, PLLC One Broadway, 14th Floor, Kendall Square, Cambridge, MA 02142 USA

TEL: +1.617.475.1603 www.ascentagelaw.com FAX: +1.617.401.3706

BASIC CHECKLIST FOR FORMING A MASSACHUSETTS

CORPORATION (In no particular order)

Recruit/appoint director(s) – these will be the ones making the major and strategic financial decisions

o Need names and addresses of the individuals who will serve as the corporation’s initial board: director(s), president, treasurer, and secretary of the corporation

Prepare and file Articles of Incorporation

o Determine number of shares to authorize and issue o Need to include:

Name of the corporation (consider if it is already taken or if it is a trademark owned by third party). You can also reserve a corporate name in advance of forming the entity.

Determine type (class/series, common/preferred), amount, and par value of stock (amount will often range, depending on how much you want to invest initially and how many shares you initially authorize and issue)

Any limitations on the stock (such as limits on ability transfer of shares, rights of each class/series, etc.)

Address of registered agent, cannot be entity Names of board members and directors Fiscal year end date Type of business the corporation will be engaged in Address of the principal place of business Address where all of the books will be kept Duration of existence, generally perpetual

Tax related considerations

o Consult with accountant skilled in corporate taxes o Request Employer Identification Number (“EIN”) from IRS o Register with Commonwealth for withholding payroll taxes (if employees or

corporate officers) o Obtain workers compensation insurance, if needed o File with Department of Revenue

Legal services for technology-based companies

_____________________________________________________________________________________ Ascentage Law, PLLC One Broadway, 14th Floor, Kendall Square, Cambridge, MA 02142 USA

TEL: +1.617.475.1603 www.ascentagelaw.com FAX: +1.617.401.3706

Create the corporation’s bylaws (not required to file this, but must keep copy on file at

principal place of business) o Generally these explain internal rules and procedures for the corporation, such as:

Existence and responsibilities of corporate officers, Size of the board of directors and the manner and term of their election, How and when board and shareholder meetings will be held, Who may call meetings, and How the board of directors will function.

Determine shareholders agreement, if any

Hold a corporation organizational meeting

Issue stock certificates to the initial owners of the corporation

o By default Board of Directors has power to set the par value, but can change this in the Articles of Incorporation

Obtain any required local licenses or professional licenses required to operate

Open business bank account o Generally will need

EIN Articles of Incorporation May need corporate resolution for some banking institutions

File annual report with Massachusetts within 2.5 months of end of fiscal year

Ensure that necessary corporate records are kept up to date and on file at principal place of

business

The information above is for informational purposes only and should not be considered legal advice.

Because each individual’s situation is unique, please consult an attorney.