How to Start a Nonprofit in Massachusetts: 501(c)(3) Filing Steps

To start a nonprofit in Massachusetts, you file Articles of Organization with the Secretary of the Commonwealth for a $35 fee, get a federal Employer Identification Number, adopt bylaws, apply to the IRS for 501(c)(3) tax-exempt status, register with the Attorney General’s Public Charities Division, and then apply to the state for sales tax exemption. The order matters, and so does one deadline in particular: file the IRS application within 27 months of forming the corporation and your exemption dates back to day one.

Draft and File the Articles of Organization

Massachusetts nonprofits are formed under Chapter 180 of the General Laws, and the Articles of Organization filed under that chapter are your founding charter.¹ Before you draft anything, search the Secretary of the Commonwealth’s corporate database to confirm your proposed name isn’t already taken.

The Articles need to include several specific pieces:

A purposes clause limiting the corporation to charitable, educational, religious, or other exempt activities. Be specific. A clause describing an after-school tutoring program or medical research project holds up far better than a line about “benefiting the community,” which invites follow-up from the IRS.
The street address of the principal office.
The fiscal year-end date.
The names and residential addresses of at least three initial directors.¹
A dissolution clause (see below).

The Corporations Division offers a downloadable template. Submit the completed Articles online through the Corporations Division portal (fastest), by mail, or by fax, along with the $35 filing fee.² Once approved, you receive a Certificate of Organization. Keep it; you’ll need it for the bank, the IRS, and grant applications.

The Dissolution Clause

Your Articles must state that if the nonprofit ever shuts down, its remaining assets go to another tax-exempt organization or to a government entity for a public purpose. The IRS will reject a 501(c)(3) application that doesn’t include this language.³ IRS Publication 557 provides sample wording: “Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.”⁴ Build it in from the start rather than amending the Articles later.

Officers, Directors, and a Registered Agent

Every Chapter 180 nonprofit must have at least three officers: a President, a Treasurer, and a Clerk.⁵ The Clerk is the keeper of corporate records and must either live in Massachusetts or the corporation must appoint a resident agent in the state.

You also need a Registered Agent with a physical Massachusetts street address (a P.O. box won’t do) to accept legal documents and government notices. A director or officer can serve in that role, or you can hire a professional service, which typically runs $100 to $300 per year.

Get a Federal Employer Identification Number

Before you can open a bank account or file any federal tax documents, you need a Federal Employer Identification Number. Apply online through the IRS website and you get the nine-digit number immediately. There’s no fee.

The application asks you to identify a “responsible party,” meaning the person who controls, manages, or directs the organization and its funds, and that person must supply a Social Security Number or Individual Taxpayer Identification Number.⁶

Adopt Bylaws and a Conflict of Interest Policy

Bylaws are the internal rulebook. You don’t file them with the state, but you’ll need them for the IRS application and the Attorney General registration. Massachusetts gives nonprofits significant flexibility in setting rules for calling and conducting meetings, quorum requirements, how directors and officers are chosen and removed, and the length of each term.⁵

At minimum, cover meeting notice (how many days ahead and in what form), quorum, whether the organization has voting members or is governed by the board alone, specific duties for the President, Treasurer, and Clerk, and the process for board elections, vacancies, and removals. Under state law, special meetings can be called by the president, by the directors, or by the clerk upon written request from members representing at least 10 percent of the quorum.⁵

Adopt a separate written conflict of interest policy at the same time. The IRS asks about it on Form 990, and not having one raises flags during the exemption review. The policy should require any director or officer with a personal financial interest in a proposed transaction to disclose that interest and recuse from the vote, which protects against private inurement.

Apply for Federal 501(c)(3) Status

This step takes the most preparation. You apply to the IRS using either Form 1023 (the full application) or Form 1023-EZ (the streamlined version), both submitted electronically through Pay.gov.⁷ The user fee is $600 for the full Form 1023 and $275 for Form 1023-EZ.⁸

Which Form to File

Form 1023-EZ is only for smaller organizations. To qualify, your annual gross receipts can’t have exceeded $50,000 in any of the past three years, you can’t project exceeding $50,000 in any of the next three years, and your total assets can’t exceed $250,000.⁹ Exceed any of those limits and you must file the full Form 1023.

The full application requires a detailed narrative of your past, present, and planned activities. The IRS wants specifics: actual programs you intend to run, not ideas you’ve brainstormed.¹⁰ You’ll also submit financial projections for the current year and two additional years, broken down by expected revenue sources and by program, administrative, and fundraising expenses.

The 27-Month Filing Window

File within 27 months of the date your corporation was formed and the IRS will treat your tax-exempt status as effective from the formation date.¹¹ Miss that window and your exemption begins only from the date the IRS receives the application, meaning donations received during the gap period weren’t technically tax-deductible to donors. This is one of the most consequential deadlines in the entire process.

How Long Approval Takes

The IRS currently issues about 80 percent of Form 1023 determinations within 191 days.¹² Complex or incomplete applications take longer. Once approved, you receive an IRS Determination Letter, which is the document grant makers and major donors ask to see.

Register with the Massachusetts Attorney General

Every nonprofit that solicits funds or holds charitable assets in Massachusetts must register with the Attorney General’s Non-Profit Organizations/Public Charities Division. This is separate from your incorporation filing with the Secretary of the Commonwealth.¹³

Registration goes through the AG’s online filing portal. You submit your Articles of Organization and bylaws along with Form PC data. Once accepted, the AG’s office issues an Attorney General Account Number and you pay a one-time $100 initial registration fee. If you have paid employees, Form PC requires compensation disclosures for the chief executive and the four highest-paid individuals whose total annual compensation is $30,000 or more.¹⁴

Apply for Massachusetts Sales Tax Exemption

Federal exempt status doesn’t automatically extend to Massachusetts state taxes. After your IRS Determination Letter arrives, apply to the Massachusetts Department of Revenue for a Certificate of Exemption (Form ST-2). The certificate lets your organization buy goods and services free from state sales tax when those purchases support your charitable mission.¹⁵ Include your Articles of Organization and IRS Determination Letter with the application. Once issued, keep copies on hand so your purchasing staff can present them to vendors.

Filing Order and Timeline

Each step unlocks the next. The practical sequence:

Draft Articles of Organization, including the purposes clause and the dissolution clause.
File the Articles with the Secretary of the Commonwealth ($35) and receive the Certificate of Organization.
Apply for an EIN through the IRS website (free, immediate).
Open a bank account using the Certificate of Organization and EIN.
Adopt bylaws and a conflict of interest policy at the initial board meeting.
File Form 1023 or 1023-EZ with the IRS ($600 or $275) within 27 months of formation.
Register with the Attorney General’s Public Charities Division ($100 initial fee).
Apply for the Massachusetts sales tax exemption (Form ST-2) after the IRS Determination Letter arrives.

Between step 6 and the arrival of the Determination Letter, you can begin operations and accept donations. If you filed within the 27-month window, the exemption applies retroactively to your formation date once approved.¹¹

Keeping the Nonprofit in Good Standing

Once formed, a Massachusetts nonprofit has three recurring filings. Mark them in a calendar at the outset, because the consequences for missing them are real.

IRS Form 990 Series

Every tax-exempt organization must file an annual information return. Which version depends on size:

Form 990-N (e-Postcard) for organizations with gross receipts normally $50,000 or less. Free, filed electronically, takes a few minutes.
Form 990-EZ for organizations with gross receipts under $200,000 and total assets under $500,000.
Form 990 when gross receipts reach $200,000 or more, or total assets reach $500,000 or more.¹⁶

The return is due by the 15th day of the fifth month after your fiscal year ends. For a calendar-year organization, that’s May 15. Extensions push the deadline to November 15.¹⁷

Fail to file for three consecutive years and the IRS automatically revokes your tax-exempt status. There is no appeal, and reinstatement means submitting a new application with a new user fee.¹⁸ Donor contributions also stop being tax-deductible once the revocation takes effect. Small or dormant nonprofits are the ones that most often slip up here, because the board assumes nothing needs to be filed when little is happening.

State Annual Report

Every nonprofit corporation organized under Massachusetts law must file an annual report with the Secretary of the Commonwealth’s Corporations Division on or before November 1 each year.¹⁹ Missing it can lead to administrative dissolution of the corporation.

Annual Form PC

The Attorney General requires an annual Form PC from every registered public charity doing business in Massachusetts.¹³ The fee runs on a sliding scale from $35 for organizations under $100,000 in gross support and revenue up to $2,000 for those above $100 million. This filing is separate from the November 1 annual report filed with the Secretary of the Commonwealth.

1
General Court of Massachusetts. Chapter 180 Corporations for Charitable and Certain Other Purposes
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Secretary of the Commonwealth of Massachusetts. Filing Fees
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Internal Revenue Service. Does the Organizing Document Contain the Dissolution Provision Required Under Section 501(c)(3)
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Internal Revenue Service. Suggested Language for Corporations and Associations
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General Court of Massachusetts. Massachusetts General Laws Chapter 180 – Section 6A
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Internal Revenue Service. Responsible Parties and Nominees
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Internal Revenue Service. About Form 1023, Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code
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Internal Revenue Service. Form 1023 and 1023-EZ Amount of User Fee
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Internal Revenue Service. Instructions for Form 1023-EZ
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Internal Revenue Service. Form 1023 Part IV, Narrative Description of Your Activities
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Internal Revenue Service. Application for Recognition of Exemption
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Internal Revenue Service. Where’s My Application for Tax-Exempt Status
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Mass.gov. Non-Profit Organizations/Public Charities Forms
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Massachusetts Attorney General’s Office. Public Charities Online Filing Portal Instructions
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Mass.gov. Form ST-5 Sales Tax Exempt Purchaser Certificate
16
Internal Revenue Service. Instructions for Form 990 Return of Organization Exempt From Income Tax
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Internal Revenue Service. Return Due Dates for Exempt Organizations Annual Return
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Internal Revenue Service. Automatic Revocation of Exemption
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Secretary of the Commonwealth of Massachusetts. Non-Profit Corporation Forms