How to Start a Nonprofit in Massachusetts: Filings, EIN, and 501(c)(3)

To start a nonprofit in Massachusetts, file Articles of Organization with the Secretary of the Commonwealth for a $35 fee, obtain an Employer Identification Number from the IRS, apply for federal 501(c)(3) tax-exempt status on Form 1023 or Form 1023-EZ, and register with the Massachusetts Attorney General’s Non-Profit Organizations/Public Charities Division. Each stage has its own form, fee, and timeline, and skipping one can stall your ability to accept tax-deductible gifts or solicit donations from the public.

Pick a Name That Clears the State Database

Your nonprofit’s name must be distinguishable from any entity already registered with the Massachusetts Corporations Division. Search the Secretary of the Commonwealth’s online database before you commit. It is also worth checking the U.S. Patent and Trademark Office’s trademark database, because a federally registered mark can force a costly rebrand after you incorporate.

File Articles of Organization With the Secretary of the Commonwealth

The Articles of Organization are your founding charter under Massachusetts General Laws Chapter 180. You can complete them online or download the form from the Corporations Division website.1Secretary of the Commonwealth of Massachusetts. Non-Profit Corporation Forms The filing fee is $35, payable by credit card online or by check by mail.2Secretary of the Commonwealth of Massachusetts. Filing Fees Mailed filings go to the Corporations Division at One Ashburton Place, 17th Floor, Boston, MA 02108.3Secretary of the Commonwealth of Massachusetts. Contact Us

The form asks for:

  • A unique corporate name.
  • A purpose statement describing the charitable, educational, or other nonprofit goals your organization will pursue. This language defines your mission for both the state and the IRS, so draft it carefully.
  • The principal office address where the organization will conduct its primary business.
  • Names and addresses of your initial directors and at least three officers: a President, a Treasurer, and a Clerk.
  • A Clerk who is a Massachusetts resident, or, if not, a resident agent with a physical address in the Commonwealth to accept legal documents.4General Court of Massachusetts. Massachusetts General Laws Part I, Title XXII, Chapter 180, Section 6A
  • A dissolution provision directing any remaining assets to another nonprofit rather than to private individuals if the organization ever winds down.

Give the purpose statement and dissolution clause real attention. Vague or missing language in either one is a common reason the IRS later asks you to amend your organizing documents during the 501(c)(3) review.

Online filings are typically processed within a few business days; mailed applications take longer. Once accepted, you receive a certified copy of your Articles of Organization. Keep it accessible, because the IRS and the Attorney General will both want to see it.

Adopt Bylaws and a Conflict of Interest Policy

Massachusetts law requires nonprofit corporations to adopt bylaws, and the IRS expects to see them with your tax-exemption application. Cover at least:

  • Board structure: how many directors serve, how they are elected or appointed, and the length of their terms.
  • Officer roles: the duties of the President, Treasurer, and Clerk, plus any additional officers.
  • Meeting procedures: frequency, quorum, and voting.
  • Membership classes: whether the organization has voting members and, if so, what rights they hold.
  • Amendment process: how the bylaws themselves can be changed.

Adopt a written conflict of interest policy at the same time. Form 990, your future annual return, asks whether you have one and how you handle conflicts. A workable policy requires board members to disclose any personal financial interest in a matter before the board, bars them from voting on that matter, and documents the disclosure and outcome in the minutes.

Get an Employer Identification Number

Every nonprofit needs an Employer Identification Number, even without employees. The EIN is your federal tax ID and appears on almost every tax form and bank account application. Apply on Form SS-4 online, by fax, or by mail.5Internal Revenue Service. Instructions for Form SS-4 (12/2025) The online application is free and issues your EIN immediately.

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

Federal tax-exempt recognition is what makes donations to your organization deductible and opens the door to most grant funding. Two IRS forms are available:

  • Form 1023-EZ, a streamlined application, is available if your organization projects annual gross receipts of $50,000 or less for each of the next three years and holds total assets of $250,000 or less. The user fee is $275.6Internal Revenue Service. Instructions for Form 1023-EZ (Rev. January 2025)7Internal Revenue Service. Form 1023 and 1023-EZ Amount of User Fee
  • Form 1023, the full application, is required for larger or more complex organizations. The user fee is $600, and the form requires a detailed narrative of past, present, and planned activities, plus three years of financial data or projections.7Internal Revenue Service. Form 1023 and 1023-EZ Amount of User Fee

Both forms are filed electronically through Pay.gov. You create an account, upload the application, and pay the user fee by credit card or bank transfer. The IRS issues a confirmation number you can use to track the application.

Processing times vary. The IRS currently issues about 80 percent of Form 1023-EZ decisions within 22 days and about 80 percent of full Form 1023 decisions within roughly six months.8Internal Revenue Service. Where’s My Application for Tax-Exempt Status? An agent may contact you during review with questions or requests for documents. Respond quickly, because delays can lead to denial.

If approved, you receive a Determination Letter recognizing your 501(c)(3) status. Donors, grantmakers, and state agencies all rely on it. Save the original and keep copies handy for the next steps.

Claim Your Massachusetts Tax Exemptions

Federal recognition does not automatically exempt you from Massachusetts taxes.

Organizations recognized under Section 501(c)(3) are generally exempt from the Massachusetts corporate excise tax on income related to their exempt purpose.9Commonwealth of Massachusetts. 2.700 Entity Exempt from Taxation Revenue from activities not substantially related to your charitable mission is still subject to the corporate excise as unrelated business income.

To skip Massachusetts sales tax on purchases, apply for a Certificate of Exemption (Form ST-2) through MassTaxConnect. You will need your EIN and your IRS Determination Letter. Once approved, the Department of Revenue issues the ST-2, which you present to vendors when making tax-exempt purchases.10Commonwealth of Massachusetts. AP 101 Organizations Exempt From Sales Tax

Register With the Attorney General’s Public Charities Division

Massachusetts requires nonprofits that hold or solicit charitable funds to register with the Attorney General’s Non-Profit Organizations/Public Charities Division. You register, and later file annual reports, using Form PC through the Online Charity Portal.11Office of the Attorney General. Online Charity Filing Portal Register shortly after your organization receives its first assets or begins fundraising.

Include a copy of your IRS Determination Letter, your bylaws, and your Articles of Organization with the registration.12Office of the Attorney General. Non-Profit Organizations/Public Charities Forms A registration fee applies, scaled to your organization’s gross revenue. After the initial filing, you must submit Form PC every year to keep the right to solicit donations in Massachusetts.

What You Have to File Every Year

The Determination Letter is the start of your compliance obligations, not the end. Your annual federal information return depends on size:

Miss this filing for three years in a row and your tax-exempt status is automatically revoked. No warning, no grace period. Getting it back means reapplying and paying the user fee again.14Internal Revenue Service. Automatic Revocation of Exemption for Non-Filing Frequently Asked Questions

If your nonprofit earns $1,000 or more from an unrelated business activity, file Form 990-T and pay unrelated business income tax on that revenue.15Internal Revenue Service. Unrelated Business Income Tax

At the state level, two annual filings recur:

  • An annual report with the Corporations Division, due on or before November 1 each year. Falling behind can eventually lead to administrative dissolution.1Secretary of the Commonwealth of Massachusetts. Non-Profit Corporation Forms
  • The annual Form PC with the Attorney General, filed through the Online Charity Portal, covering finances and charitable activities.12Office of the Attorney General. Non-Profit Organizations/Public Charities Forms

If You Plan to Hire Employees

Hiring brings federal employment tax responsibilities much like any other employer. You withhold federal income tax, Social Security, and Medicare from each paycheck, pay a matching share of Social Security and Medicare, and report the amounts quarterly on Form 941.16Internal Revenue Service. Exempt Organizations What Are Employment Taxes Federal tax deposits are made electronically.

One benefit is worth noting: organizations recognized under Section 501(c)(3) are exempt from federal unemployment tax (FUTA) on wages paid to employees.17Internal Revenue Service. Section 501(c)(3) Organizations FUTA Exemption Massachusetts unemployment insurance operates under separate rules, so check the state’s requirements before your first hire.