Here are the steps to form a nonprofit corporation in Massachusetts. You should read this page in conjunction with the general section on forming a nonprofit corporation, which has additional steps listed that are applicable to all states. You should also familiarize yourself with chapter 180 of the Massachusetts General Laws (abbreviated here as "Mass. Gen. Laws"), and with the Massachusetts Secretary of the Commonwealth's Corporations Division.
1. Choose a business name and check for availability
- Your nonprofit corporation's name may not be the same as, or deceptively similar to, other corporate names on file with the Secretary of State (limited exceptions apply).
- The name must contain either "corporation," "incorporated," "limited," or their abbreviations.
- See Mass. Gen. Laws ch. 156B, § 11 for more information.
2. Recruit and/or appoint directors
- You must have at least one director for your nonprofit corporation.
- Directors do not have to reside within the state of Massachusetts, nor do they have to be of a certain age.
3. Incorporate your Nonprofit Organization
You should read the general section on forming a nonprofit corporation in tandem with the steps outlined here.
a. Prepare and file articles of incorporation with the Secretary of State
- Articles of Incorporation for Nonprofit Corporations explains what to include in your articles in order to qualify for 501(c)(3) tax-exempt status.
- You must be at least eighteen years old be an incorporator in Massachusetts.
- You must file your articles of incorporation with the Secretary of the Commonwealth.
- The filing fee is $35.
- Click here for a sample articles of incorporation.
- Note that you will have to file an Annual Report with the Secretary of the Commonwealth one year after your date of creation. The filing fee is $15, and the information required on the report is basic business information, such as the names of all officers and directors and the business's principal location.
b. Create the bylaws
- There are no set criteria for the content of bylaws, but they typically set forth internal rules and procedures.
- Refer to Bylaws for Nonprofit Corporations for general information; for specific information see Mass. Gen. Laws ch. 180, § 6A for more information.
- You are not required to file bylaws with the Secretary of State, but you must keep a copy at the nonprofit corporation's principal place of business.
c. Hold an organizational meeting
- See Forming a Nonprofit Corporation for details.
d. Create a Records Book
- Massachusetts law does not set forth specific record-keeping requirements for nonprofit corporations.
- See Corporate Records Book for Nonprofit Corporations to determine which documents you should store at your nonprofit corporation's principal place of business.
4. Get your Employer Identification Number
Whenever you hire an employee in Massachusetts, you must inform both the IRS and the Commonwealth of Massachusetts.
- Request an Employer Identification Number ("EIN") from the IRS. This can be done via an online application.
- For more on the EIN, see Forming a Nonprofit Corporation.
- The IRS details all of the necessary steps to complete, including verifying work eligibility and withholding allowances certificates, in Hiring Employees.
- See Massachusetts New Hire Reporting Center for more information.
5. Register with the Commonwealth of Massachusetts
a. Division of Public Charities at the Attorney General's office
- If you plan to solicit donations from the public, you must get a Certificate of Solicitation from the Division of Public Charities at the Attorney General's office.
- To get the certificate, you will need to file one of the two forms:
Short Form PC - File a Short Form PC if you have not yet completed your first fiscal year and intend to solicit donations. The Short Form PC is intended to inform the Attorney General's office of your fundraising activities for the upcoming year.The filing fee for the Short Form PC is $50.
Form PC - After your first fiscal year, you must file a regular Form PC on an annual basis. The Form PC serves to inform the Attorney General's office of the manner in which your nonprofit corporation conducts its solicitation of funds. The filing fee varies based on gross revenue starting at $35 for gross revenue under $100,000. You are exempt from this requirement if you are not going to raise more than $5000 per year, or if your contributions will come from ten or less individuals and all of your organization's functions will be performed by volunteers.
b. Department of Revenue
- You must register for taxes using the Massachusetts Department of Revenue's Business Registration page.
- The Massachusetts Department of Revenue's Guide to Employer Tax Obligations can provide some answers to otherwise complicated employment taxes.
- Refer to Massachusetts Department of Revenue's other publications for more information.
6. Apply for tax exemptions
Once you've incorporated as a nonprofit corporation, you can start applying for tax exemptions.
- The IRS lists a series of questions to help you determine whether your organization is eligible for federal tax exemption.
- See Applying for 501(c)(3) Tax Exemption for more information on how to apply for tax-exempt status under section 501(c)(3) of the tax code.
- Once you have received your determination letter from the IRS you can apply to the Massachusetts Department of Revenue for a state income tax exemption.
- Unfortunately, there is no way to do this online. Refer to the Department of Revenue for more details.
- Your nonprofit corporation may also be eligible for an exemption on state sales tax. Contact the Bureau of Sales Excise with the Department of Revenue for more information.
- See Forming a Nonprofit Corporation for details.