Massachusetts Restated Certificate of Incorporation

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A Certificate of Incorporation is like a company's 'birth certificate.' A COI states that the company is now a legal entity with it's own identity, registered under Companies House. It will include things like the company's name, registration number, where the company is registered, date of corporation, and the company's structure.

The Massachusetts Restated Certificate of Incorporation is a legal document that provides an updated and consolidated version of a corporation's original Articles of Incorporation. This document is filed with the Secretary of the Commonwealth of Massachusetts and serves as the foundational document for a Massachusetts corporation. The Restated Certificate of Incorporation includes important information about the corporation, such as its name, purpose, duration, registered agent, and principal place of business. It also outlines the rights and liabilities of shareholders, directors, and officers, as well as any specific provisions regarding stock issuance, voting rights, or corporate governance. In Massachusetts, there are two main types of Restated Certificates of Incorporation: 1. General Restated Certificate of Incorporation: This type of restated certificate is used when a corporation wants to combine all of its previously filed amendments, mergers, or name changes into one comprehensive document. It simplifies the process for corporate legal compliance by consolidating all modifications and updates into a single certificate. 2. Amended and Restated Certificate of Incorporation: This type of restated certificate is used when a corporation wants to make significant changes to its original Articles of Incorporation. These changes may include alterations to the company's name, purpose, or capital structure. This certificate essentially replaces the previous articles and restates the corporation's key information along with the amendments. When filing either type of Restated Certificate of Incorporation, it is crucial to comply with the Massachusetts General Laws and ensure that the document meets the specific requirements set forth by the Secretary of the Commonwealth. Consulting with an attorney or legal professional with expertise in Massachusetts corporate law is highly recommended ensuring accuracy and compliance. In conclusion, the Massachusetts Restated Certificate of Incorporation plays a vital role in legally establishing a corporation and provides an updated version of the original Articles of Incorporation. It consolidates and restates the corporation's essential details while serving as a reference for shareholders, directors, and officers in adhering to state regulations.

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Corporations Division Filing Fees Domestic Profit and Professional CorporationsArticles of CorrectionNo FeeArticles of Dissolution$100.00Annual Report$125.00; $150 if not filed timely ($100 if filed electronically)Articles of Consolidation / Merger / Conversion / Share Exchange$250.00 min.138 more rows

Massachusetts corporate filings must be typed. Sign the application for reinstatement and submit it to the SOC by mail, fax or walk in. If you mail or walk in the application for reinstatement, it must have original signatures. If you mail documents, specify on the envelope what type of document is enclosed.

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.

LLCs that want to file a Massachusetts amendment have to file a Certificate of Amendment with the Corporations Division of the Secretary of the Commonwealth and pay at least $100 for the filing fee. You can do this by fax, mail, or in person.

To obtain such a certificate, voluntarily dissolving corporations must complete the following steps: Give Notice of its Authorization of Dissolution to the Commissioner; Pay all taxes that have been assessed or deemed assessed against it; and, Provide for any unassessed corporate excise liabilities.

Steps to dissolving a corporation or obtaining a corporate dissolution Call a board meeting. ... File a certificate of dissolution with the Secretary of State. ... Notify the Internal Revenue Service (IRS) ... Close accounts and credit lines, cancel licenses, etc.

Annual Report for Domestic and Foreign 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. M.G.L.A.

Involuntary dissolution may occur by a court decree or for administrative reasons, such as when the corporation fails to comply with the requirements of relevant state laws or has become inactive, and the dissolution would be in the public's interest.

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Massachusetts Restated Certificate of Incorporation