Massachusetts Corporate Bylaws and Organizational Consents Template
For a newly incorporated for-profit corporation with one or a few shareholders that needs its bylaws, its first board consent and its first shareholders' consent. This edition of the form is completed for Massachusetts: the governing statute, filing office and document names below are already typed in, and the clauses Massachusetts law treats differently from the state-neutral version have been adjusted.
Buy and download
What the Massachusetts edition already fills in
Governing law line on the cover: Massachusetts — Massachusetts Business Corporation Act, M.G.L. ch. 156D.
| Item | Massachusetts |
|---|---|
| LLC statute | Massachusetts Limited Liability Company Act, M.G.L. ch. 156C |
| Formation document (LLC) | Certificate of Organization |
| Filing office | Massachusetts Secretary of the Commonwealth, Corporations Division |
| Annual filings | Annual report on the anniversary of formation |
| Final filing on dissolution (LLC) | Certificate of Cancellation |
| Business corporation statute | Massachusetts Business Corporation Act, M.G.L. ch. 156D |
| Charter document (corporation) | Articles of Organization |
| Publication requirement | None |
| Community property | No — common-law (separate) property state; the spousal acknowledgment is optional |
| Note | Massachusetts corporations file "Articles of Organization", not articles of incorporation. |
What is inside
- Bylaws: Key Terms table + 8 articles — offices and records, shareholders (meetings, notice, quorum, voting, written consent), board of directors, officers, duties and interested transactions, indemnification and advancement, shares and transfers, general
- Organizational Consent of the incorporator and directors (adopts bylaws, elects officers, issues shares, bank, EIN and tax elections) · Shareholders' Written Consent
- Instruction Sheet: single-director corporations, quorum and voting, written consents, officers, interested directors, indemnification, transfer restrictions, after-signing checklist, when the form is not enough
How it works
- Buy and download the zip (Word .docx files).
- Open the Instruction Sheet; it explains every field in plain language.
- Open the Massachusetts edition and replace each yellow [BRACKETED FIELD].
- Delete the cover page, print or sign electronically, keep the signed original with your records.
Questions
Is this corporate bylaws and organizational consents valid in Massachusetts?
Yes. The Massachusetts edition is the state-neutral form with the Massachusetts statute, filing office and document names typed in, and the clauses Massachusetts treats differently adjusted. It is a template you complete yourself; have an attorney licensed in Massachusetts review it if your situation is unusual.
What file do I get?
A zip with the Massachusetts edition and all other 50 state editions, each as Word (.docx) files in English and Spanish, plus the Instruction Sheet. Open in Microsoft Word, Google Docs or LibreOffice.
How do I complete it?
Open the Instruction Sheet first. Replace each yellow [BRACKETED FIELD] with your information, delete the options you do not use, delete the cover page, then print or e-sign.
Do I need a notary or a lawyer?
The Instruction Sheet says when a signature needs a notary and lists the situations where the form is not enough and an attorney should review it.
Other Massachusetts templates
- Massachusetts Single-Member LLC Operating Agreement
- Massachusetts Multi-Member LLC Operating Agreement
- Massachusetts LLC Resolutions and Written Consents Pack
- Massachusetts LLC Membership Interest Purchase Agreement (Member Buyout)
- Massachusetts LLC Dissolution and Winding-Up Kit
- Massachusetts Corporate Resolutions and Secretary's Certificates Pack
- Massachusetts Non-Disclosure Agreement (NDA)
- Massachusetts Independent Contractor Agreement
- Massachusetts Services Agreement (Provider-Side)
- Massachusetts Promissory Note with Optional Guaranty
- Massachusetts Commercial Lease Agreement
- Massachusetts Employment Offer Letter + Employee Confidentiality Agreement
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