Massachusetts Nonprofit Incorporation Guide

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Quick Facts

A

Pre-Filing Checklist

1. 1.
   Name check & restrictions: Search the Massachusetts Corporations Division Business Entity Search to confirm name availability. Your nonprofit's name must include a corporate designator: "Incorporated," "Corporation," or abbreviation (Inc., Corp.); churches and religious societies are exempt. You may reserve for 60 days ($30).
2. 2.
   Directors & officers: Massachusetts accepts one director minimum; however, for 501(c)(3) best practices, plan for at least three unrelated directors. You must also plan officer roles: President, Treasurer, and Clerk (the Clerk must be a Massachusetts resident unless you appoint a Resident Agent).
3. 3.
   Resident Agent or Resident Clerk: You may appoint a Resident Agent with a Massachusetts street address to receive legal process, or rely on your Clerk, who must be a Massachusetts resident. If you appoint a Resident Agent, list them in your Articles; P.O. Boxes aren't allowed for principal office.
4. 4.
   Bylaws preparation: Adopt bylaws before filing that cover members (if any), board size & terms, meetings, officer duties, conflicts of interest, committees, indemnification, and dissolution consistent with 501(c)(3). Bylaws are not filed with the state but are referenced in your Articles.
5. 5.
   Purpose + IRS clauses plan: Draft a clear Massachusetts-compliant purpose and plan to include IRS-required 501(c)(3) clauses (organizational test, limitations/no inurement, dissolution) in your Articles.

B

Prepare the Articles of Organization

Use the MA Nonprofit Articles of Organization form (or file online). Include:

1. 1.
   Exact name: Must include corporate designator ("Incorporated," "Corporation," Inc., Corp.); churches and religious societies are exempt from this requirement.
2. 2.
   Purpose: State charitable/educational/etc. purpose and whether you have members. Include IRS-compliant purpose & dissolution clauses.
3. 3.
   Principal office: Street address (P.O. Boxes not allowed for principal office).
4. 4.
   Fiscal year month: Specify the month your fiscal year ends.
5. 5.
   Initial directors & officers: List President, Treasurer, and Clerk (Clerk must be Massachusetts resident unless you have a Resident Agent).
6. 6.
   Resident Agent (if used): If appointed, list name and Massachusetts address.
7. 7.
   Incorporator certification: Incorporators must certify they have not been convicted of certain alcohol/gaming crimes in the past 10 years (space to explain if applicable).
8. 8.
   IRS-required provisions (strongly recommended for 501(c)(3) recognition):

   • • Organizational test (exclusively for charitable/educational/religious/scientific purposes within §501(c)(3))
   • • Limitations: no private inurement; no political campaign activity; limited lobbying
   • • Dissolution clause dedicating assets to another §501(c)(3) or government for public purposes

C

File the Articles of Organization

1. 1.
   File with the Secretary of the Commonwealth: File online via the Corporations Division or submit the PDF by mail/in person. Online filing is available for convenience.
2. 2.
   Filing fee: $35 state filing fee. Pay by card/eCheck online or include check with paper filing.
3. 3.
   Processing time: Varies by method; online filing available for faster processing.
4. 4.
   Output: Keep the stamped Articles of Organization for your IRS application, banking, and corporate records.

D

Post-Filing Tasks

1. 1.
   EIN: Apply with the IRS (Form SS-4).
2. 2.
   Organizational meeting: Adopt bylaws; appoint directors/officers; conflict-of-interest and other policies; fiscal year; banking resolutions.
3. 3.
   Annual report: Massachusetts nonprofits must file an Annual Report with the Corporations Division on or before November 1 every year ($15). Missing two consecutive years can lead to charter revocation after notice.
4. 4.
   Attorney General registration: Before doing charitable work or fundraising in MA, register your public charity through the AGO Charity Portal and pay the one-time $100 initial registration fee. Annual Form PC due 4.5 months after fiscal year end ($35-$2,000 based on revenue).
5. 5.
   Sales & use tax exemption: After you receive the IRS 501(c)(3) letter, create/log in to MassTaxConnect and submit a sales tax exemption request. When purchasing, give vendors a copy of your ST-2 plus a completed ST-5.
6. 6.
   Local licenses & banking: Obtain any city/county permits needed; open a bank account with EIN + filed Articles + bylaws.

Resources & Forms

• Corporations Division: Massachusetts Secretary of the Commonwealth - Corporations Division
• Articles of Organization Form: Form 180art - Articles of Organization
• Name Search & Reservation: Business Entity Search & Name Reservations (60 days, $30)
• Annual Reports: Annual Report Filing (Due Nov 1, $15)
• Attorney General Registration: AGO Charity Portal ($100 initial + annual Form PC)
• Sales Tax Exemption: MassTaxConnect (Form ST-2 & ST-5)

Notes & Best Practices

• Include IRS clauses in your Articles to streamline 501(c)(3) approval—attach as additional pages if needed
• Corporate designators (Inc./Corp.) are required for nonprofits—churches and religious societies are exempt
• The Clerk must be a Massachusetts resident unless you appoint a Resident Agent—plan accordingly
• Online filing is available through the Corporations Division for convenience and faster processing
• Incorporators must certify no alcohol/gaming convictions in past 10 years—space provided to explain if applicable
• Annual Report due November 1 ($15)—missing two consecutive years can lead to charter revocation