How to Form a Massachusetts Nonprofit Corporation

Most nonprofits are 501(c)(3) corporations, which means they are formed for religious, charitable, scientific, literary, or educational purposes and are eligible for federal and state tax exemptions. To create a 501(c)(3) tax-exempt organization, first you need to form a Massachusetts corporation, then you must apply for tax-exempt status from the IRS and the Commonwealth of Massachusetts.

While the requirements for nonprofits can vary, you can generally follow the steps below to form your Massachusetts nonprofit. If you'd like a helping hand with the registration process, you can use our online nonprofit formation service to set up your nonprofit.

1. Choose a Name for Your Massachusetts Nonprofit Corporation

You need to choose a business name for your Massachusetts nonprofit. Be sure to follow Massachusetts's rules for nonprofit names.

Nonprofit name must be distinguishable. The name of your nonprofit corporation can't be the same as, or deceptively similar to, the name of any other existing corporation or other entity authorized to do business in Massachusetts. To see whether your proposed name is available, you can search the business entity name database on the Secretary of the Commonwealth of Massachusetts (SOC) website. (Mass. Gen. Laws ch. 156B, § 11 (2024).)

Nonprofit name must include an entity designator. In Massachusetts, your nonprofit corporation name must contain "incorporated," "corporation," or an abbreviate of one of the two. However, churches and nonprofits created for religious purposes are exempt from this entity designation requirement. (950 C.M.R. § 106.03 (2024).)

Name reservation. You can reserve an available nonprofit corporate name for 30 days by sending a written application or request to the SOC. You can renew the reservation. (Mass. Gen. Laws ch. 156B, § 11 (2024).)

Using a DBA. Out in the real world, you can use a name for your nonprofit other than its legal name. Your nonprofit's legal name is the name you used on your articles of organization (called "articles of incorporation" in other states) when you incorporated your nonprofit. This alternate name is usually called a "DBA" (short for doing business as), but is sometimes called a "trade name," "fictitious name," or "assumed name." If you want to use a DBA for your nonprofit, your nonprofit must apply for a business certificate (DBA) with the clerk of every city or town where your nonprofit is located. (Mass. Gen. Laws ch. 110, § 5 (2024).)

2. Appoint the Initial Directors for Your Corporation

Your nonprofit will need a board of directors to exercise corporate power and manage its affairs. Your board should consist of at least one director to be approved for filing. (950 C.M.R. § 106.08 (2024).)

While you need only one director, you should aim for at least three directors. The IRS tends to prefer nonprofits with three or more directors when granting tax-exempt status. In any case, aim for an odd number of directors to avoid any voting ties.

Your nonprofit corporation's articles or bylaws should outline specific requirements and restrictions for directors, including:

• the number of directors
• the rights, duties, and powers of directors
• the term of directors
• the qualifications for directors
• the election, designation, and appointment of directors, and
• the meetings of the board of directors.

Make sure your nonprofit's formation documents follow Massachusetts's laws for nonprofit corporations.

3. File Articles of Organization for Your Massachusetts Nonprofit

To form a nonprofit in Massachusetts, you must create and file Articles of Organization with the SOC. You must include the following information in your articles of organization:

• that the incorporators intend to create a corporation
• the corporation's name
• the purpose of the corporation (this should comply with Massachusetts law and IRS requirements)
• the Massachusetts street address of the corporation's principal office, and
• the name and street address of the corporation's registered agent
• the name, residence, and post office address of each of the initial directors and the president, treasurer, and clerk of the corporation, and
• the corporation's fiscal year.

(Mass. Gen. Laws ch. 156B, § 13; 950 C.M.R. § 106.03 (2024).)

Include IRS-Specific Nonprofit Language in Your Articles of Organization

In addition to the above requirements, you'll need to include specific language in your articles to receive 501(c)(3) tax-exempt status from the IRS. This 501(c)(3) language includes the following:

• a statement of purpose that meets IRS requirements
• statements that your nonprofit will not engage in activities unrelated to its exempt purposes or in prohibited political or legislative activity, and
• a dissolution clause dedicating the corporation's assets to another 501(c)(3) organization or to the government upon your nonprofit's dissolution.

The SOC provides an articles of organization form with room to include this IRS language (see below).

For guidance on 501(c)(3) language, check out the IRS's publication on the suggested language for corporations to use in their articles of incorporation/organization. You can also find sample language to use approved by the IRS in the Instructions for IRS Form 1023-EZ, (see Part II).

How to File Your Articles of Organization

The SOC has a fillable articles of organization form on its website you can use to create your Massachusetts nonprofit corporation. It doesn't contain the three clauses required by the IRS, but includes spaces in which you can add them. The purpose clause can be added in Article II, and the prohibited activities and dissolution clauses can be added in Article IV.

You can file your articles online using the Corporations Division's online filing system. You can alternatively file your articles by mail or in person. As of 2024, the filing fee for nonprofit articles of organization is $35.

For more information on IRS requirements for tax exemption, including sample language, consult How to Form a Nonprofit Corporation, by Anthony Mancuso (Nolo). In addition, this book has line-by-line instructions on how to complete Form 1023, how to create your nonprofit's bylaws, and more (discussed later).

4. Prepare Bylaws for Your Massachusetts Nonprofit Corporation

After filing your articles, you should draft your nonprofit's bylaws. Your board of directors can adopt the initial bylaws for your nonprofit. This organizational document provides the blueprint for how your nonprofit will be managed.

Your bylaws contain the rules and procedures your corporation will follow for:

• how meetings are called and conducted
• the number of members needed for a quorum
• the mode of voting by proxy
• the term of office of directors and officers
• how officers and directors are selected and removed, and
• how to make, amend, and repeal the bylaws.

(Mass. Gen. Laws ch. 180, § 6A (2024).)

You don't need to file your bylaws with the state—this document is your internal operating manual.

5. Hold a Meeting of Your Board of Directors

Once your nonprofit is created and you have bylaws prepared, you should hold an organizational meeting to adopt the bylaws and complete the organization of your nonprofit. The directors named in your articles or the nonprofit's members should call the first meeting.

At this organizational meeting, the board should make all the important initial decisions to get your nonprofit up and running. The board should take such actions as:

• approving the bylaws
• appointing officers
• setting an accounting period and tax year, and
• approving initial corporation transactions, such as opening a corporate bank account.