In the current challenging environment, many public charities are evaluating the potential for collaborative efforts including, in some cases, a merger or consolidation. While the AGO cannot provide legal advice to organizations considering this change, the AGO's Non-Profit Organizations/Public Charities Division does require appropriate documentation of the merger or consolidation once it is finalized. The following information for mergers or consolidations of public charities is intended to outline the steps and appropriate documentation required with the AGO. For questions, contact the AGO at (617) 727-2200, ext. 2101, or by email at charities@state.ma.us. Information regarding the requirements of the Secretary of the Commonwealth is available on their website.

Steps to Take

When a Massachusetts nonprofit charitable corporation (a "public charity") merges or consolidates with another corporation, there are several steps that must be followed in order to assure that the reorganization is appropriately conducted and fully documented with the Attorney General's Non-Profit Organizations/Public Charities Division. Most importantly, if a Massachusetts public charity merges or consolidates then the surviving corporation must also be a public charity governed under M.G.L. c. 180, s. 10A(a).

Before the Merger or Consolidation

Prior to the merger or consolidation:

  1. Review M.G.L. c. 180, s. 10, to assure that the merger or consolidation will be conducted in accordance with its provisions.
  2. Review M.G.L. c. 12, s. 8E and 8F to assure that each merging or consolidating corporation that is a public charity is both registered with, and in compliance with its reporting obligations to, the AGO. If necessary, a public charity's compliance can be confirmed by calling the AGO at (617) 727-2200, ext. 2101.

After the Merger or Consolidation

Subsequent to the merger or consolidation:

  1. Provide the AGO with a copy of the articles of merger or articles of consolidation, as filed with the Secretary of State, within 30 days of such filing.

Note that the surviving corporation, as a public charity, is required by M.G.L. c. 12, s. 8F, to continue to file annual financial reports with the AGO. The AGO's records will note as "deactivated" those corporations that do not survive the merger or consolidation.