How to Start a 501(c)(3) in Massachusetts: Steps, Filings, and Costs

To start a 501(c)(3) in Massachusetts, you form a nonprofit corporation with the Secretary of the Commonwealth, get a federal Employer Identification Number, and then apply to the IRS for tax-exempt status using Form 1023 or Form 1023-EZ. The state incorporation fee is $35 by mail or in person and $41 online or by fax, and the IRS user fee is $275 for Form 1023-EZ or $600 for the full Form 1023. File that federal application within 27 months of incorporating and the IRS can backdate your exempt status to the day your corporation was formed.¹

Step 1: Incorporate as a Massachusetts Nonprofit

The IRS will not grant 501(c)(3) status to an idea. You need a legal entity first, and in Massachusetts that means incorporating under Chapter 180 of the General Laws by filing Articles of Organization with the Secretary of the Commonwealth’s Corporations Division.²

Pick a Name

Your corporate name has to be distinguishable from every entity already on file with the Secretary of the Commonwealth, and it cannot mislead the public about what the corporation does.³ Search the Secretary’s online entity database before you print anything.

Appoint Directors

Massachusetts allows a nonprofit corporation to have as few as one director.⁴ The IRS is a different audience. A one-person board raises concerns about private control and complicates your 501(c)(3) application. Three unrelated directors is the practical floor if you want a smooth federal review.

Draft Articles the IRS Will Accept

The Articles of Organization are the document that brings your corporation to life. To clear both state and federal review on the first try, build in three provisions:

A purpose clause stating the corporation is organized exclusively for one or more purposes recognized under Section 501(c)(3) of the Internal Revenue Code (charitable, educational, religious, scientific, and so on).⁵
A dissolution clause committing any remaining assets, on dissolution, to another 501(c)(3) organization or a government entity for a public purpose. Without it, the IRS will reject the application.
Limitation language confirming that no earnings will benefit any private individual, that lobbying will not be a substantial part of activities, and that the organization will not participate in political campaigns.⁶

Getting this right in the original filing is far cheaper than amending later.

Adopt Bylaws and a Conflict of Interest Policy

Massachusetts requires every nonprofit corporation to have bylaws. They set out board structure, how meetings run, officer roles, and how decisions get made, and you adopt them at your first organizational meeting along with electing officers.

You also need a conflict of interest policy before you file the federal application. Form 1023 asks about it directly. A workable policy requires anyone with a financial interest in a board decision to disclose it and step out of the vote.⁷

File and Pay the State Fee

File the Articles with the Corporations Division online, by fax, by mail, or in person. The base fee is $35; online and fax submissions carry an added expedited-service charge that brings the total to $41.⁸ You will also need to file a Certificate of Appointment of Resident Agent naming someone in Massachusetts authorized to accept legal documents for the corporation. Online and in-person filings usually process within a business day; mail takes longer.

Step 2: Get an EIN

Every nonprofit needs an Employer Identification Number, even with no employees. You will need it to open a bank account, to apply for grants, and to file your 501(c)(3) application. Apply using Form SS-4 through the IRS online portal and you get the number immediately; fax and mail take days or weeks.⁹ There is no fee.

Step 3: Apply to the IRS for 501(c)(3) Status

Incorporating creates a Massachusetts nonprofit. The IRS application is what makes that nonprofit a 501(c)(3), with deductible donations and exemption from federal income tax.⁵

Form 1023 or Form 1023-EZ

Form 1023-EZ is the short version, open only to smaller organizations. To qualify, you must project annual gross receipts of $50,000 or less for each of the next three years, have had no year in the past three with receipts over $50,000, and hold total assets of $250,000 or less. The eligibility worksheet in the Form 1023-EZ instructions is the gate: a single “yes” sends you back to the full form.¹⁰

Form 1023 is the full application. It requires a detailed narrative of past, present, and planned activities, financial information, and copies of your Articles, bylaws, and conflict of interest policy. Expect it to take real time to prepare.

How to File and What It Costs

Both forms are filed electronically through Pay.gov.¹¹ The user fee is $275 for Form 1023-EZ and $600 for Form 1023.¹²

Timing shifts. As of early 2026, the IRS reports issuing 80% of Form 1023-EZ determinations in roughly 22 days and 80% of Form 1023 determinations in roughly 191 days, with longer waits for applications flagged for additional review.¹³ Approval comes as a determination letter. Keep it; grantors, state agencies, and donors will ask for it.

Don’t Miss the 27-Month Window

File your federal application within 27 months of the end of the month you incorporated and the IRS will generally recognize your exempt status retroactively, back to the day the corporation was formed.¹ File later and the exemption only runs from the filing date, which can leave donations and income during the gap without exempt treatment. An automatic 12-month extension built into the regulations can stretch the window to 39 months in some cases.¹⁴ Even so, earlier is cleaner.

Register with the Massachusetts Attorney General

Any organization that solicits charitable contributions in Massachusetts must register with the Public Charities Division of the Attorney General’s Office. Since September 2023, all registrations and annual filings go through the online Charity Portal; paper is no longer accepted.¹⁵ You will upload your Articles of Organization, bylaws, and IRS determination letter.

After the initial registration, you file an annual report with the Division. The annual fee scales with your gross support and revenue: $35 at $100,000 or less, $70 from $100,001 to $250,000, $125 from $250,001 to $500,000, and $250 above $500,000. Larger organizations also owe additional financial reporting, with a CPA review required above $500,000 and an audit above $1,000,000.¹⁵

Apply for Massachusetts Tax Exemptions

Your federal determination letter does not exempt you from Massachusetts taxes. Those exemptions are separate applications, and the determination letter is a prerequisite for each.

Sales Tax

Apply through MassTaxConnect using the exact name and EIN on your IRS determination letter. If approved, the Department of Revenue issues a Certificate of Exemption (Form ST-2). When you buy something tax-free, you give the vendor a Sales Tax Exempt Purchaser Certificate (Form ST-5) along with a copy of your ST-2.¹⁶ You can file a blanket certificate with vendors you use regularly.

Corporate Excise Tax

Massachusetts 501(c)(3) organizations can also seek exemption from the state corporate excise tax through the Department of Revenue, with the determination letter and organizational documents as supporting proof. It is a distinct application from the sales tax exemption, so plan on filing both.

What It Takes to Keep the Status

Approval is not the end of the work. The IRS requires an annual information return from almost every exempt organization, and the version you file depends on size: Form 990-N (the e-Postcard) for gross receipts normally $50,000 or less, Form 990-EZ for mid-size organizations, and the full Form 990 at $200,000 in receipts or $500,000 in assets. The return is due on the 15th day of the fifth month after your fiscal year closes, so May 15 for calendar-year filers.¹⁷ Miss three years in a row, in any version, and your exempt status is automatically revoked on the due date of the third missed return. There is no warning letter. Getting back in requires a new Form 1023 and a new user fee.¹⁸

At the state level, there are two annual filings on two timelines with two agencies. The Corporations Division of the Secretary of the Commonwealth requires an annual report from every Massachusetts nonprofit corporation by November 1; miss it and the corporation can be administratively dissolved.² The Attorney General’s annual charity filing is separate. New nonprofits regularly miss the Secretary of the Commonwealth report because they assume the Attorney General filing covers everything.

Two operational rules sit on top of the paperwork. No part of the organization’s earnings can benefit a private individual, and the organization cannot be run for the benefit of its founders, directors, or their families; compensation is allowed, but it has to be reasonable for the work.¹⁹ And a 501(c)(3) cannot participate in any political campaign for or against a candidate for public office. No endorsements, no contributions, no slanted voter guides. Campaign activity is one of the fastest routes to revocation.⁶

What It Costs All In

Government fees, not counting any legal or accounting help:

Massachusetts Articles of Organization: $35 by mail or in person, $41 online or by fax.⁸
Certificate of Appointment of Resident Agent: additional state filing fee.
EIN: free.
IRS Form 1023-EZ: $275. IRS Form 1023: $600.¹²

A small organization that qualifies for Form 1023-EZ will spend roughly $350 to $400 in government fees to get through formation and federal recognition. An organization using the full Form 1023 will spend closer to $650 to $700. Attorney assistance can add several hundred to a few thousand dollars depending on complexity. If you are preparing the application yourself, IRS Publication 557 is the detailed reference for the exemption rules and procedures.²⁰

1
Internal Revenue Service. Form 1023 – Purpose of Questions About Organization Applying More Than 27 Months After Date of Formation
2
Secretary of the Commonwealth of Massachusetts. Non-Profit Corporation Forms
3
General Court of Massachusetts. Massachusetts General Laws Chapter 180 Section 3
4
Legal Information Institute. Massachusetts Code 950 CMR 106.08 – Number of Directors
5
Office of the Law Revision Counsel. 26 U.S. Code 501 – Exemption From Tax on Corporations, Certain Trusts, Etc.
6
Internal Revenue Service. Exemption Requirements for 501(c)(3) Organizations
7
Internal Revenue Service. Form 1023 – Purpose of Conflict of Interest Policy
8
Secretary of the Commonwealth of Massachusetts. Corporations Filing Fees
9
Internal Revenue Service. About Form SS-4, Application for Employer Identification Number (EIN)
10
Internal Revenue Service. Instructions for Form 1023-EZ
11
Internal Revenue Service. About Form 1023
12
Internal Revenue Service. Form 1023 and 1023-EZ Amount of User Fee
13
Internal Revenue Service. Where’s My Application for Tax-Exempt Status
14
eCFR. 26 CFR 1.508-1
15
Mass.gov. The Attorney General’s Non-Profit Organizations/Public Charities Division
16
Mass.gov. AP 101 – Organizations Exempt From Sales Tax
17
Internal Revenue Service. Exempt Organization Filing Requirements – Form 990 Due Date
18
Internal Revenue Service. Automatic Revocation of Exemption for Non-Filing – Frequently Asked Questions
19
Internal Revenue Service. Inurement/Private Benefit – Charitable Organizations
20
Internal Revenue Service. Publication 557 – Tax-Exempt Status for Your Organization