Registering a Nonprofit From Another State in Massachusetts

The Massachusetts Business Corporation Act, M.G.L. chapter 156D, defines "foreign corporation" as a for-profit or nonprofit corporation incorporated under a law other than the Commonwealth's. Sections 15.01 and 15.03 are written for that whole group. A nonprofit from another state therefore registers the way a business corporation does: it delivers a certificate to the Corporations Division in Boston, which sits within the Secretary of the Commonwealth's office.

The Division's foreign corporation page agrees. Its forms apply to all corporations transacting business here and organized under the laws of a different state or country. Its transfer-of-authority entry also speaks of a foreign nonprofit "required to register to transact business."

The registration is not a tax exemption, and it is not a charity filing. Public charity and charitable solicitation matters with the Attorney General's office, and exemption from taxes, are separate and outside this page.

Sections 15.01 and 15.03 require any foreign corporation transacting business here, or maintaining a usual place of business here, to deliver the certificate within ten days of beginning. The statute offers three examples of activity that counts: property owned or leased here, construction or repair of structures, and any work needing labor performed in the Commonwealth. It warns that the examples are not exhaustive.

Some activities are not enough alone. They include defending a lawsuit, board and member meetings, bank accounts, a securities transfer agent, using independent contractors, orders accepted elsewhere, a one-time transaction and interstate commerce.

How that plays out for a charity

A nonprofit that rents an office, staffs a Massachusetts program or owns a building here is plainly transacting business, since property ownership falls on the "counts" side. A nonprofit that only takes donations online from Massachusetts residents, or sends a speaker to one event, is nearer the line. Describe the facts to a Massachusetts attorney instead of guessing.

The Division's Foreign Corporation Certificate of Registration has no form number. You may mail it, hand it in or fax it, and the fee schedule says it "Cannot file electronically." Checks are payable to the Commonwealth of Massachusetts.

Pricing needs care. The Division's list has one line for foreign and foreign professional corporations, a $400 registration and a $125 annual report, and a separate list for nonprofits organized in Massachusetts that has no foreign entry. A $35 charge for articles of organization is a domestic nonprofit price and does not apply here. No published figure is tied to a foreign nonprofit, so none is given in this guide. Ask the Corporations Division what to send before you write the check.

What the certificate lists

• The exact corporate name, and the name to be used here if that one is unavailable
• The place and date of incorporation
• The street address of the principal office
• A Massachusetts registered office, an agent there, and the agent's written consent
• The fiscal year end
• A short statement of the nonprofit's planned activities in the Commonwealth
• Current officers and directors, with business addresses

An officer or another authorized individual signs. The certificate takes effect on approval unless the filer names a later date within 90 days.

Massachusetts requires one, and it is time-limited. Regulation 950 CMR 113.48 asks for an original certificate of legal existence or good standing, issued by the authorized office where the nonprofit is organized, no more than 90 days before submission. If it is in a language other than English, a sworn translation goes with it.

Order it from whichever home-state office handles nonprofits, often the one that issued the charter. That office sets the price. A nonprofit that is behind on its home annual report may be unable to get a good standing certificate, so clear that first.

Under section 15.06, a name cannot duplicate or closely resemble that of a Massachusetts business, nonprofit, partnership or other entity, a name under reservation, or a registered mark. A nonprofit whose name is taken may use a fictitious name adopted by board resolution, accompanied by a pledge not to use the unavailable one here and the local doing-business certificate. A 60-day name reservation is $30.

Registered agent

Massachusetts calls the role registered agent, and the nonprofit must continuously maintain a registered office and an agent (section 15.07). Local residents and local entities are eligible, and so are outside ones holding authority here. The agent's office must coincide with the registered office, at a Massachusetts street address.

To change either, file a statement of change: $25 on paper, free online. A resignation ends the appointment 31 days after it is filed.

Section 16.22 has each foreign corporation authorized here report yearly, with the deadline falling two and a half months after fiscal year end. The published fee for it sits on the for-profit list, so confirm what a foreign nonprofit owes when you register. The report lists the Massachusetts registered office with its agent, the principal office, the directors and officers, and a short description of the activities here.

• Amendments. A changed name, home jurisdiction, principal office, fiscal year, activity or officer calls for a certificate of amendment, and a new name or home jurisdiction needs a fresh home certificate.
• Revocation. If two consecutive years pass without required reports or tax filings, the Secretary may open a revocation proceeding, and authority ends if the issue is unresolved 90 days after notice. To reinstate, the Department of Revenue's certificate, a recent home-state certificate and ten years of reports are needed.
• Withdrawal. To leave, file a Foreign Certificate of Withdrawal for $100, after the last ten fiscal years of reports are in.

Section 15.02 treats a foreign nonprofit like any foreign corporation. Until it registers, it cannot pursue its own claims in a Massachusetts court, a rule that reaches successors and assignees of those claims. It owes the Commonwealth the late fees, interest and penalties that would have applied, plus a monthly sum the Secretary determines, subject to a ceiling in the statute, with the first ten days exempt. Collection suits by the Attorney General, including one to halt its Massachusetts activity until payment, are authorized.

Contracts and corporate acts stay valid, and the nonprofit can defend itself. The Secretary of the Commonwealth is its deemed agent for process. For a charity run by volunteers, being locked out as a plaintiff is the consequence most likely to bite, for instance when a pledge or lease dispute needs enforcing.

The foreign qualification checkout at Mainstay takes only LLCs and for-profit corporations, leaving out a nonprofit, so an officer or the nonprofit's own attorney files the Massachusetts certificate. For a nonprofit, Mainstay offers the registered agent, at $149 each year and unchanged at renewal. The agent's Massachusetts address appears on your certificate and in the public record. Legal papers served on the agent show up in your account as a scan on the day they come in, with no charge for that or for the first three pieces of government mail in a year.

Where another agent is already registered, Mainstay handles the change filing and passes the state's fee along at cost. Start on the Massachusetts registered agent page. Mainstay is not a law firm. Its work is filings and agent service, so charitable registration, exemption, and whether your activities require qualification go to a Massachusetts attorney.