Nonprofit Corporation Formation Filing in Massachusetts

At a glance

Requirements one by one

Incorporators and articles

Chapter 180 § 3 permits one or more incorporators; a natural-person incorporator must be at least 18. It applies the formation procedure in Chapter 156B §§ 11–13 while requiring a corporation without capital stock. Under Chapter 156B § 13(a), the articles state each incorporator's name and post-office address, the corporate name, and the purposes. The purpose must be one allowed by Chapter 180 § 4, and the name may not mislead about that purpose. Chapter 156B § 11(a) also limits conflicting corporate names.

Members, directors, and the filing form

Chapter 180 § 3 permits member classes. If there are classes, their designation, selection, duration, qualifications, and rights go in the articles or bylaws. The cited formation text does not ask for a separate no-member election in the articles.

Under Chapter 156B § 12, the incorporators elect initial directors, a president, treasurer, and clerk before submitting the articles. Section 13(c) then requires their names and addresses on the filing form, along with the Massachusetts principal-office street address and initial fiscal year. The form information is expressly not a permanent part of the articles.

Agent, signature, fee, and effect

An incorporator-appointed resident agent is optional: Chapter 156B § 13(c)(5) says “if any,” and Chapter 156B § 49 provides for appointment by incorporator vote, with the agent's name and business address on the form. Section 49 limits eligible agents to a Massachusetts resident individual with a Massachusetts business address, a Massachusetts corporation, or a qualifying foreign corporation with a Massachusetts office. These formation provisions prescribe no separate agent-acceptance signature. All incorporators sign the articles under penalties of perjury (Chapter 156B § 12).

Chapter 180 § 10C(c) applies its § 11C(a) annually determined fee schedule; the Corporations Division currently lists $35. Under Chapter 156B § 6, approval and fee payment make the articles filed. Section 12 starts existence when they become effective: on filing unless the articles specify a later effective date within 30 days after filing.

What trips people up

The initial principal-office address is required on the filing form by Chapter 156B § 13(c)(1), but it is not described there as a registered-office address. The form's officer and director information is likewise expressly excluded from the permanent articles. A resident agent may be appointed in the formation process, but the statutory form field says “if any.”

Common questions

Can the corporation have no members?

Yes. Chapter 180 § 3 says that if it has no members, actions or votes otherwise taken by members are taken by the same percentage of directors. Its formation provision does not require a separate no-member statement in the articles.

Does approval of the articles alone start the corporation?

No. Chapter 156B §§ 6 and 12 link filing to approval and payment, then begin existence when the filed articles become effective. A permitted later date postpones that effect.

Statutes and sources

The verbatim official text and accessed dates for Chapter 180 §§ 3, 4, 10C, and 11C; Chapter 156B §§ 6, 11, 12, 13, and 49; and the Corporations Division fee schedule are recorded above with their section-specific URLs.