How to Become a Non-Profit Group & Incorporate in Massachusetts

by Elizabeth Rayne
Filing articles of incorporation is an important step for any nonprofit corporation.

Filing articles of incorporation is an important step for any nonprofit corporation.

Comstock/Comstock/Getty Images

Nonprofit organizations receive a number of state and federal tax exemptions, and formalizing the organization at the state level is an important step. However, incorporating as a Massachusetts nonprofit is only one step in setting up a functioning nonprofit organization. Organizations that want to incorporate within the state of Massachusetts must file articles of incorporation with the Massachusetts Secretary of State. A functioning nonprofit must also have a board of directors, bylaws, a charitable mission, a designated registered agent, as well as specific provisions in the articles of incorporation if the organization intends to file for federal 501(c)(3) status.

Ready to incorporate your business? Get Started Now

Step 1

Recruit an initial board of directors. The board will create the bylaws and mission that will guide the organization. A board of directors must have one or more members, and ideally will be composed of, at minimum, a director, treasurer and secretary. The board must meet at least four times a year. The board will create bylaws to determine how the board will be operated, including how new board members will be added, and how many members need to vote on decisions affecting the organization. Finally, the mission, or purpose, of the organization must reflect "any civic, educational, charitable, benevolent or religious purpose."

Step 2

Choose and check availability of the organization's name. Go to the Secretary of State's website and click on "Corporations Division." From there, click "Search the Corporations Database," and type in your selected name. The name of your organization must include "limited," "incorporated," "corporation," or an abbreviation of one of those three terms.

Step 3

Designate a registered agent and an incorporator for the nonprofit. The registered agent is the person who will receive all legal notifications for the organization. The incorporator is the person who will sign his name to the organizing documents.

Step 4

Download the nonprofit articles of organization template. Again, visit the Massachusetts Secretary of State website, then click on "Corporations Division." From there, click on "Non-profit corporation forms," then select "Articles of Organization."

Step 5

Fill out the articles of organization template. If you do plan on filing for 501(c)(3) status with the IRS, include the required IRS provisions. First of all, you must specify that profits of the organization will not be distributed to board members or officers beyond reasonable compensation for services rendered. Activities of the organization must be limited to preclude any activities designed to influence legislation. Finally, the articles must specify that if the nonprofit dissolves, the assets of the organization will be distributed in a way that is compliant with the tax code for nonprofit organizations. You will also include information about the effective date of organization, the names and addresses of the board members, and the fiscal year for the nonprofit.

Step 6

File the articles of organization with the state of Massachusetts. Submit the form online at the Secretary of State website, or fax, mail or walk-in the form with the required fee. Once the form is approved, you may pursue 501(c) filing with the IRS.