How To Start A Nonprofit In Massachusetts
To start a nonprofit corporation in Massachusetts, begin by filing the nonprofit Articles of Organization with the Massachusetts Secretary of the Commonwealth. You can submit your nonprofit’s articles of organization online, by fax, by mail, or in person. The articles of organization cost $35 to file (and a mandatory $5 expedite fee if you file by fax or online). Once filed with the state, your articles of organization officially create your Massachusetts nonprofit corporation, but truly preparing a nonprofit to pursue its mission involves several additional steps.
Starting a Massachusetts Nonprofit Guide:
- Choose your MA nonprofit filing option
- File a Certificate of Appointment
- File the MA nonprofit articles of organization
- Get a Federal EIN from the IRS
- Adopt your nonprofit's bylaws
- Apply for federal and/or state tax exemptions
- Apply for any required business licenses
- Open a bank account for your MA nonprofit
- File the MA nonprofit annual report
Massachusetts Nonprofit Filing Options
Free PDF Download
Download the Massachusetts Nonprofit Articles of Organization. Fill out the form and submit to the state.
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MA Certificate of Appointment of Registered Agent
Massachusetts requires nonprofit corporations to submit a Certificate of Appointment of Resident Agent to the MA Secretary of the Commonwealth prior to submitting nonprofit’s articles of organization. This is a simple form verifying that your nonprofit has appointed a Massachusetts resident agent (called a “registered agent” in most states). There is a $10 filing fee, and you can submit the form either by mail or online at the MA Secretary of the Commonwealth’s website.
MA Nonprofit Articles of Organization Requirements
To incorporate a Massachusetts nonprofit, you must complete and file the nonprofit Articles of Organization with the Massachusetts Secretary of the Commonwealth. See the document below and click on any number to see what information is required in the corresponding section.
Unless your nonprofit is a religious corporation, its name should clearly indicate that it is a corporation (using words or abbreviations like “Incorporated” and “corp.”). Also, make sure your nonprofit’s name is distinguishable from the names of other Massachusetts businesses existing currently or having existed in the past three years.
Your articles will need to include a description of your nonprofit’s purpose, but keep in mind that the range of purposes recognized by the State of Massachusetts may differ from the more restricted range recognized by the IRS. If your nonprofit intends to apply for 501(c)(3) tax-exempt status for charitable organizations, for instance, your statement of purpose should include specific language provided by the IRS.
Identify if your nonprofit will have members. If so, your articles can go on to describe the various classes of members (if there is more than one class), how members get appointed or elected, membership rights with regard to each class, and how long membership status lasts. Or you can simply include this information in your nonprofit’s bylaws (which will need to include such membership details anyway).
Your Articles may also include additional (lawful) provisions regulating your nonprofit’s members, directors, or corporate powers. If your nonprofit intends to apply for 501(c)(3) tax-exempt status with the IRS, this would be a good place to include the required IRS language limiting your nonprofit’s activities to exclusively exempt purposes and permanently dedicating your nonprofit’s income and assets to one or more exempt purposes recognized by the IRS. If there isn’t room on the form, pile on the attachments. State “None” if you have no provisions to add.
The form for the Massachusetts nonprofit Articles of Organization includes an unalterable clause that your nonprofit has already adopted its bylaws and elected its initial directors and officers, which means your bylaws must be adopted before incorporating with the state (most states allow nonprofit corporations to adopt their bylaws after incorporating). If you aren’t using the state’s form for your nonprofit’s articles, be sure to include an equivalent clause yourself.
Massachusetts will allow your nonprofit to delay its effective date (the date its incorporation becomes official) up to 30 days after the Massachusetts Secretary of the Commonwealth approves your filing. If you don’t select some such future date (and most nonprofits don’t), your nonprofit’s effective date will be the day on which the Secretary approves and files your Articles.
Include the street address of your nonprofit’s principal place of business. When you hire Northwest, you have the option to list our Massachusetts street address in place of yours.
You’ll also need to list the names and residential addresses (and mailing addresses if different) of each of your nonprofit’s elected officers and directors.
Your articles should then list the date your nonprofit’s fiscal year ends. Most nonprofits follow the ordinary calendar year, which ends on the last day of December.
Include the name and Massachusetts street address of your registered agent (called a “resident agent” on the form). You can list yourself, an associate, or a registered agent service like Northwest.
One or more incorporators will need to sign and date your nonprofit’s Articles of Organization. An incorporator doesn’t need to be a director, officer, or member of your nonprofit. When you hire Northwest to form your nonprofit, we’ll be your incorporator.
How Much Does It Cost to Incorporate a Massachusetts Nonprofit?
Massachusetts charges $35 to file nonprofit Articles of Incorporation for mailed and hand-delivered filings, but you’ll pay a mandatory $5 expedite fee if you decide to file by fax or online. Hire Northwest to incorporate your nonprofit, and your total cost, which includes a full year of resident agent service, is $265 for two-day online filing.
How Long Does It Take to Start a Massachusetts Nonprofit?
Submit your articles online or by fax, pay a $5 expedite fee, and the state will respond within two days. You may also hand deliver or mail your articles to the MA Secretary of the Commonwealth’s office and wait around two to four days for a response. When you hire Northwest to incorporate your Massachusetts nonprofit, we submit your documents online, and you should expect a response from the state within two business days.
Is A Massachusetts Nonprofit Registered Agent Required?
Absolutely. The state knows that business people aren’t always available, but it still needs a reliable way to contact a business’s management if the organization ever gets sued. That’s where a registered agent comes in. A Massachusetts registered agent (often called a “resident agent” in Massachusetts) provides that reliable point of contact by being available at a publicly listed Massachusetts street address during normal business hours. If your nonprofit ever gets sued, the service of process goes to your registered agent’s office, and the agent is obligated to get the service of process to you.
The state will allow you to serve as your own registered agent, but we don’t recommend it. Remember that Massachusetts street address (the one you have to be at during business hours)? That’s a publicly available address because it appears on your nonprofit’s Articles of Organization. If you serve as your own registered agent and list your own residential or office address, you can expect a mailbox full of junk mail and salespeople popping up at your door. Doing the job yourself may save a little money, but it brings a range of annoyances and hassles that most of us would rather live without.
That’s where Northwest can help. We provide a commercial registered agent service that includes allowing your nonprofit to list our Massachusetts street address on your Articles of Organization. That means more privacy, less junk mail, and fewer hassles in the day-to-day routine of managing and growing your nonprofit. And you don’t have to worry about waiting around all day for a service of process either. Hire Northwest, and we do the waiting. If we ever do receive a service of process on your behalf, we’ll scan it and send it to you on the day we receive it.
Get a Federal EIN from the IRS
Do I Need A Tax ID Number (EIN) For A Massachusetts Nonprofit?
Your nonprofit will need a federal employer identification number (FEIN or EIN) to manage its finances and apply for federal tax-exempt status (you might think of your nonprofit’s EIN as its social security number). After Massachusetts approves your Articles of Organization, you can apply for an EIN at the IRS website, or you can make things easy by adding our EIN service for an additional fee when you hire Northwest.
Hold Your Organizational Meeting & Adopt Bylaws
Massachusetts expects nonprofits to adopt corporate bylaws for a number of reasons, but the main one is simply that a corporation is a complex entity and needs to set clear rules to regulate the behavior of its members, officers, and directors. Without bylaws you can’t establish, for example, the length of a director’s tenure or members’ rights and responsibilities, so you won’t be prepared for the host of problems that will inevitably arise as your nonprofit matures and grows. The Massachusetts Attorney General will also expect to see your nonprofit’s bylaws if or when you register as a public charity, and the IRS will expect the same if you decide to seek 501(c)(3) federal tax-exempt status. Your nonprofit should adopt its bylaws at its organizational meeting.
Writing bylaws is probably one of the toughest parts of starting a new nonprofit, but Northwest is here to help. When you hire Northwest, you’ll gain access to our adaptable template for writing nonprofit bylaws, as well as numerous other free nonprofit forms to help your Massachusetts nonprofit start out successfully and stay successful.
Apply for Federal and/or State Tax Exemptions
Will My Massachusetts Nonprofit Be Tax-Exempt?
Not automatically. To obtain federal tax-exempt status, you’ll need to file an Application for Recognition of Exemption with the IRS, pay either a $275 or $600 fee (depending on your nonprofit’s size and nature), and endure a lengthy application process of around 3-6 months or more. Section 501(c) of the Internal Revenue Code recognizes more than two dozen types of tax-exempt organizations, but most nonprofits seek 501(c)(3) status for charitable nonprofits. If your nonprofit intends to go this route, it’s important to plan well in advance. Your Articles of Organization should include a statement of purpose and dissolution of assets provision that uses specific language required by the IRS. The idea is to show that your nonprofit exists exclusively to pursue public (not private) ends.
What About Massachusetts State Taxes?
If your nonprofit qualifies for 501(c)(3) tax-exempt status, it may qualify for exemptions from the Massachusetts corporate income tax, property taxes, and sales taxes. Learn more at Northwest’s guide to Massachusetts state tax exemptions.
Register for MA Accounts and Business Licenses
Does A Massachusetts Nonprofit Need A Business License?
Massachusetts doesn’t issue a statewide business license, but it isn’t rare for individual cities and counties to have their own licensing requirements. It’s best to contact your city clerk’s office to find out what local ordinances and permits apply to your nonprofit’s activities.
How Does My Nonprofit Get A Massachusetts State Tax ID?
After your Massachusetts nonprofit has incorporated, received an EIN from the IRS, and achieved 501(c)(3) tax-exempt status from the IRS (if applicable), you can register with the Massachusetts Department of Revenue for whatever tax accounts apply to your nonprofit’s activities. You can register online at the department’s MassTaxConnect website.
Do I Have To Register My Nonprofit As A Charity In Massachusetts?
If your nonprofit is a charity (and even if it doesn’t solicit charitable contributions), you’ll likely need to register as a Massachusetts charity with the Massachusetts Office of the Attorney General, although certain types of organizations are exempt from registering (religious and fraternal organizations, for example, and organizations that receive less than $5000 in contributions each year). The required forms and fees break down differently depending on when your nonprofit registers and what it intends to do:
If your nonprofit’s first fiscal year hasn’t yet ended, you’ll pay a one-time $100 fee to submit the Charity Registration Form—a form that includes requires numerous attachments (including your articles and bylaws)—and nonprofits that have or intend to solicit contributions will also submit a Schedule A-2 and pay an additional $50 filing fee.
If you waited to register until after the end of your first fiscal year, however, you’ll pay the same one-time $100 registration fee and also file a Form PC and pay additional fees based on your nonprofit’s gross support and revenue during the your first fiscal year. The potential fees break down as follows:
|Annual Gross Revenue||Filing Fee|
|Less than $100,000||$35|
|$100,001 to $250,000||$70|
|$250,001 to $500,000||$125|
|$500,001 to $1 million||$250|
|$1,000,001 to $10 million||$500|
|$10,000,001 to $100 million||$1,000|
|$100 million +||$2,000|
Your charity will also file annual financial reports with the Massachusetts Attorney General 4 1/2 months after the end of your fiscal year. Your annual fees will be based on your nonprofit’s yearly gross support and revenue (following the same breakdown as in the table above). Learn more at Northwest’s guide to Massachusetts charity registration.
Open a Bank Account for Your MA Nonprofit
To open a bank account for your Massachusetts nonprofit, you will need to bring the following items with you to the bank:
- A copy of your Massachusetts nonprofit articles of organization
- A copy of your nonprofit’s bylaws
- Your Massachusetts nonprofit’s EIN
We recommend calling your bank ahead of time before going in and asking what their requirements are. If your nonprofit has several directors and/or officers, you may also want to bring a resolution to open a bank account that states that the person going to the bank is authorized by management open the account in the name of your nonprofit.
File the MA Nonprofit Annual Report
Your Massachusetts nonprofit is required to file an annual report updating (or confirming) its information with the Secretary of the Commonwealth’s office. The report asks for your nonprofit’s corporate name, its address, the date of its last annual meeting, and the names and addresses of all officers and directors. The deadline is always November 1st each year, you can submit by mail or online, and there is a $15 filing fee ($18.50 if you file online).
Hire Northwest, and we’ll send you a reminder to file your annual report, but you can also sign up for our convenient Massachusetts Annual Report Service for an additional fee.