Massachusetts law about nonprofit corporations & charitable organizations

Laws, regulations, cases, and web & print sources about nonprofit corporations, and other nonprofit and/or charitable organizations.

If you are unable to find the information you are looking for, or if you have a specific question, please contact our law librarians for assistance.

Best bet

Massachusetts nonprofit organizations, 7^th ed., MCLE, 2023.
"An overview of federal and state compliance issues ranging from formation, registration and organizational considerations to operational, tax, and financial reporting strategies." This is a print source available at the Mass. Trial Court Law Libraries. Table of contents and specific chapters are available by request through the libraries' document delivery services.

“By definition, a nonprofit organization is formed for civic, charitable, or other public purposes and not for personal pecuniary gain. . . Some nonprofit organizations are operated primarily for the public benefit. . . Others advance the mutual interests of their members . . . A nonprofit organization is not necessarily exempt from federal or state taxes.”

– Massachusetts nonprofit organizations, Chapter 1, "Choice of Entity and Incorporation."

At the time of their formation, nonprofit charitable organizations, including foundations (public and private), face a choice of entity. Possibilities include corporations or trusts. Regulatory implications follow.

See also "Web sources" (below) for links to regulatory agencies, and "Print sources" (below) for Nolo self-help books.

Massachusetts laws

MGL c. 12, §§ 8-8E, § 8F, §§ 8G-8N Department of Attorney General, Division of Public Charities regulatory powers and duties

MGL c. 59, § 5, Clause 3 Assessment of local taxes, property; exemptions

MGL c. 68 Donations and conveyances for pious and charitable uses

MGL c. 180 Corporations for charitable and certain other purposes

MGL c. 180A Uniform prudent management of institutional funds

MGL c. 182 Voluntary associations and certain trusts

MGL c. 203E, § 405 Massachusetts Uniform Trust Code, charitable purposes, enforcement

Massachusetts regulations

940 CMR 2.00 Regulations of the Director of Public Charities (Office of the Attorney General)

950 CMR 106.00 Non-profit corporations
Responsibilities of the Secretary of the Commonwealth under M.G.L. c. 180.

Forms

Nonprofit organizations forms
Online forms available from the Attorney General’s Nonprofit Organizations/Public Charities Division, the Secretary of the Commonwealth’s Corporations Division, the Commonwealth’s Department of Revenue, and the Internal Revenue Service.

Selected cases

Attorney General v. Weymouth Agricultural and Industrial Society, 400 Mass 475 (1987)
Defines what entities are considered "public charities" within the meaning of MGL c.12, § 8, thereby obliging them to file annually with the Division of Public Charities in the Department of the Attorney General.

Massachusetts Charitable Mechanic Association v. Beede, 320 Mass. 601 (1947)
If a charity proposes to transfer a large part of its assets to another charity not controlled by the transferor and the consideration to be received in return is less than fair value (a "'Beede' Transaction"), it is necessary for the charity to file a petition in the Supreme Judicial Court (Single Justice Session for Suffolk County) with the assent of the Attorney General. (See also "Beede Guidance" by the Attorney General.)

Varney Enterprises, Inc. v. WMF, Inc., 402 Mass. 79 (1988) 
"In this case, we hold that, except for small claim matters, a corporation may not be represented in judicial proceedings by a corporate officer who is not an attorney licensed to practice law in the Commonwealth." The case interprets MGL c.221, § 46, Practice of law by corporations; prohibition; exception. See also City of Springfield v. Al-Tawheed, 79 Mass. App. Ct. 1112. Nonprofit corporations must also be represented by counsel.

Web sources

Attorney General’s Non-Profit Organizations/Public Charities Division
Responsible for overseeing more than 25,000 public charities in Massachusetts. Maintains an accessible Public Charities Filing database. As of September 1, 2023, the Division requires that all charitable registrations and annual filings to be made through the Charity Portal; paper submissions for those filings are no longer accepted.

• "Frequently asked questions about charitable organizations"
• Guidance for charities and charitable boards
• "Search public charities filings"

Compliance guide for 501(c)(3) public charities, IRS. (28 pages)
Outlines activities that may jeopardize a charity’s exempt status, information about recordkeeping and required public disclosures. 

Corporations Division, Secretary of the Commonwealth.
Has general Information, services offered by the Secretary, filing information, a link to searching the Corporate Database, and information about requesting certificates and certified copies.

• Search for a business entity. Includes profit, non-profit, and professional corporations and foreign entities.

Exempt organizations - Help from the IRS.
Information for organizations and links to publications and other resources.

"Forming a nonprofit corporation in Massachusetts," Digital Media Law Project.
Outline of the steps you need to take in order to form a nonprofit corporation. "The DMLP was a project of the Berkman Klein Center for Internet & Society from 2007 to 2014. Due to popular demand the Berkman Klein Center is keeping the website online, but please note that the website and its contents are no longer being updated."

Researching Massachusetts corporations, State Library of Mass.
Provides a timeline of the statutory oversight of corporation filings, including charitable organizations, to help researchers find historical articles of organization and other filings. Download the file to click on hyperlinks.

"Tax-exempt status for your organization," IRS, Publication 557.
Covers application, approval and appeal procedures, and filing requirements and required disclosure.

Print sources

Every nonprofit's tax guide: How to keep your tax-exempt status & avoid IRS problems by Stephen Fishman, Nolo, 2022. (2023 eBook available with library card)

Guidebook for boards of directors of Massachusetts nonprofits, MCLE, 2022.
"(A)n essential resource to assist nonprofit board members in fulfilling their roles. . . explain(s) how nonprofit board members are selected; who can (and should) serve; the functions of the board; the potential for board member liability; and the nature and enforcement of board members’ fiduciary duties. . . (explains) the basics of tax exemption; including state and local exemptions and disclosure requirements for tax-exempt entities."

How to form a nonprofit corporation by Anthony Mancuso, Nolo, 2021. (eBook available with library card)

Legal forms, 5^th ed., (Mass. Practice v. 15) West Group, 2008 with supplement.
Chapter 12: Non-profit corporations.

Massachusetts nonprofit organizations, 7^th ed., MCLE, 2023.

Nonprofit law: The life cycle of a charitable organization, 3^rd ed., Wolters Kluwer, 2021.

Nonprofit meetings, minutes & records by Anthony Mancuso, 4^th ed., Nolo, 2023. (eBook available with library card)

Starting & building a nonprofit: A practical guide by Peri H. Pakroo, Nolo, 2021. (2024 eBook available with library card)

Last updated:	February 26, 2025