How To Start a Nonprofit in Massachusetts in Nine Steps

When planning your Massachusetts nonprofit organization, you should have a clear mission statement about your charitable purpose. Your name should reflect your mission and be unique in Massachusetts, so your organization is not confused with another business entity.

You can search for your name’s availability with the Secretary of the Commonwealth’s Business Entity search tool.

You will likely want to create a website for your nonprofit. If so, you should register the name as a domain name. Check the ICANN Domain Names Registration to make sure no one else has registered the domain name already.

You will also want to verify that your name is not a registered trademark. Go to the United States Patent and Trademark Office (USPTO) website and search the registry for the name. If you want to register the name as a trademark, you can do so on that site as well.

Your nonprofit must have at least three board members to govern your organization. The board members oversee the corporate activities, review financial statements, and approve changes to the bylaws. They have a fiduciary duty to act in the best interests of your nonprofit and to avoid conflicts of interest with your organization.

You may want to invite professionals or community leaders to join your board. They can help increase visibility in the community and assist with networking and fundraising. They should share your passion for the nonprofit’s mission.

To form a Massachusetts nonprofit corporation, you must file Articles of Incorporation with the Corporations Division.

You will need to include the following information:

• Name of the corporation

• Purpose of the corporation

• Class of members

• Street address of the principal office

• Names and addresses of the directors and officers

• Name and address of the registered agent

If sending the articles by mail, the mailing address is the Secretary of the Commonwealth, One Ashburton Place, Room 1717, Boston, Massachusetts 02108-1512. The filing fee is $35. You can also file online by setting up a CID account and filling out the Articles of Incorporation form.

Or you can let our trusted partner LegalZoom handle your nonprofit creation starting at $99 plus filing fees.

Corporate bylaws are the rules for operating your organization. They address procedures such as how officers are elected and when board meetings occur. Bylaws also outline officer’s responsibilities and what constitutes a quorum, meaning the minimum number of officers needed to be at a meeting to agree to an action. The directors and officers should also sign a conflict-of-interest statement where they pledge not to engage in self-dealing.

At the first organizational meeting, the board members will ratify the incorporation, adopt the corporate bylaws, elect the officers, and address any initial business matters. You should take down the minutes of this meeting as well as the minutes of any board meeting and keep them as part of your corporate records.

An Employer Identification Number (EIN) is an identifier for your nonprofit. You include this number when filing tax forms and opening bank accounts under the nonprofit’s name. To get the EIN from the Internal Revenue Service, go to the IRS website and fill out Form SS-4. There is no cost for the filing.

Now you are ready to file for tax-exempt status with the IRS. The Internal Revenue Code defines different types of charitable entities. File the form that corresponds to your entity.

• 501(c)(3) charitable, religious, and educational nonprofit organizations file Form 1023 or Form 1023-EZ. If your nonprofit can file the 1023-EZ, use the Pay.gov site.

• 501(c)(4) social welfare organizations file Form 1024-A.

• Other tax-exempt or nonprofit organizations, such as 501(a), file Form 1024.

After filing, the IRS sends a determination letter confirming that your nonprofit is an exempt organization. Keep this letter with your corporate records and other legal documents.

Register your nonprofit organization with MassTaxConnect at the Department of Revenue and request a sales tax exemption. You can do this online by setting up an account with MassTax Connect. When requesting the sales tax exemption, you will need a copy of your IRS determination letter. If approved, you will receive Form ST-2, Certificate of Exemption.

You should also look into local and state business license requirements for your nonprofit activities.

Under Massachusetts law, all nonprofits operating in Massachusetts must register with the Massachusetts Attorney General’s Nonprofit Organizations/Public Charities Division. You must complete the Charity Registry form online. The one-time registration fee is $100. Each year, you must file an Annual PC report. You can find instructions for charity registrations with the Attorney General’s office.