Legal Question in Business Law in Massachusetts

Re: Incorporating a business/name search

The Secretary of State's Office can tell you whether your name, or other names, are available and for a $15 fee you can reserve a name for 30 days while you incorporate. However, this only tells you if you can incorporate a business using that name as a matter of procedure. You also might want to find out if your use of the name will violate another company's trademark rights. The Secretary of State can also check for state level trademark filings. Federal trademark searches can be ordered from Thompson & Thompson.

The actual incorporation should be performed through an experienced attorney to make sure it is done properly. The attorney should handle preparing and filing the Articles of Organization, which should contain provisions allowing indemnification of officers and employees and contain restrictions on transfer (for a small business, this provides additional creditor protection.) The attorney should also provide a statement of incorporaator, initial director's votes, stock certificates, and by-laws. For all this you should expect to pay between $600 and $1,000, plus the $200 filing fee. Anything more for a closely held business and you are being overcharged. Anything less, and the attorney probably isn't doing the job properly. You can buy a kit and do it yourself, but this is not recommended because the details are important. However, be careful, some attorneys who do not specialize in incorporations (especially solo attorneys) just buy the kit themselves and fill out the forms. In all honesty, they generally don't do a better job than you can do yourself. Make sure you find an attorney whose practice focuses on incorporations.

Re: Incorporating a business/name search

You can call the secretary of state and they will tell you if a name is available. For a modest fee, you can reserve a name for thirty days.