Massachusetts nonprofit organizations will likely need to appoint and retain a registered agent.
A registered agent receives all official paperwork from the State of Massachusetts, they also receive any service of process a business may be served in a lawsuit.
Choosing a registered agent for your 501(c)(3) nonprofit is the second step in our complete guide, How to Start a Nonprofit in Massachusetts.
Check out our other guides for a look at How to Start a Nonprofit Organization or How to Choose a Registered Agent in other states.
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What Is a Massachusetts Resident Agent?
The Massachusetts Business Corporation Act, Section 5.01, defines resident agents in the following way:
Each corporation shall continuously maintain in the commonwealth:
(1) a registered office that may, but need not be, the same as any of its places of business; and
(2) a registered agent who may be any of the following individuals or entities whose business office is also the registered office of the corporation:
(i) an individual, including the secretary or another officer of the corporation;
(ii) a domestic corporation or not-for-profit domestic corporation; or
(iii) a foreign corporation or not-for-profit foreign corporation qualified to do business in this commonwealth.
Putting It Into Practice
A resident agent is a professional who will serve as your organization’s representative to the Massachusetts Secretary of the Commonwealth while you operate your business. Some states refer to resident agents as registered agents, statutory agents, or service of process agents.
Your resident agent typically will receive correspondence, such as compliance information and tax notifications, on behalf of your organization. Resident agents also are in charge of accepting service of process documents. This simply means your resident agent will accept the legal summons and documents on your nonprofit’s behalf in the event someone sues your nonprofit.
In Massachusetts, the requirements for resident agents include:
- They may be domestic or foreign individuals or business entities.
- Individuals must be Massachusetts residents that are at least 18 years of age.
- Business entities must be registered to operate in Massachusetts.
- They must have a physical address (not just a P.O. box) in Massachusetts.
- They must always be available at said physical address during regular business hours.
Can I Be My Own Resident Agent in Massachusetts?
Any individual can serve as your nonprofit’s resident agent as long as they meet the requirements listed above. You may choose to act as your nonprofit’s resident agent; you may also select a member of your board of directors or a reliable friend.
If you choose to act as your organization’s resident agent, you must understand the importance of this position. If you miss a filing deadline or lose a document, you could put your nonprofit’s compliance status at risk and the Secretary of the Commonwealth could revoke your nonprofit’s corporation status.
Many nonprofits and other businesses choose to hire a professional registered agent service to ensure their organization remains in compliance at all times.
Should My Nonprofit Use a Massachusetts Registered Agent Service?
Before you decide to hire a Massachusetts registered agent service, be sure to consider the advantages and disadvantages of this approach.
Advantages
You might consider hiring a registered agent service for your nonprofit organization for several reasons. Specifically, this approach can:
- Save You Time: When you first start your Massachusetts nonprofit, you need to focus on doing everything you can to make it successful. Hiring a professional registered agent service will allow you to focus on what’s important while the registered agent takes care of all incoming mail and official notices. In addition, they’ll often remind you of upcoming important filings or deadlines.
- Protect Your Personal Privacy and Your Business’s Reputation: Unfortunately, at some point in time, your organization may face a lawsuit. When you hire a professional registered agent service, all service of process notices will be delivered to a business address. If you act as your own resident agent, law enforcement agents could deliver these notices to your home or your place of work, depending on the address on file.
In addition to protecting your privacy and your business’s reputation, registered agent services are accustomed to receiving and properly handling this legal paperwork. This will help ensure your organization doesn’t lose a lawsuit on a technicality because you forgot to file something on time or you mishandled something due to not knowing how the legal system works. - Ensure Prompt Handling of Your Business Mail: Because a registered agent service’s primary job is to serve as a resident agent for a number of organizations, you can be sure they’ll address any mail they receive promptly. In addition, they’ll be available during their normal business hours to answer any questions you might have about these documents.
- Keep Your Nonprofit Compliant: You must ensure your nonprofit remains compliant with the requirements set forth by the State of Massachusetts and the federal government (if you successfully apply for 501(c)(3) status). Hiring a registered agent service will help ensure you don’t miss a single filing.
- Offer Convenience: Resident agents are required to be present at their listed address during business hours. That means hiring a registered agent service will allow you to take off work as needed and choose a flexible working schedule if desired.
- Provide National Support: If you think you may want to grow your organization nationally, choose a national registered agent service so it can continue to support you as your business grows.
Disadvantages
The only disadvantage of hiring a registered agent service is that it costs money, whereas you could act as your own resident agent for free.
Do I Need to Hire a Professional Registered Agent Service?
While hiring a professional registered agent service can be a great idea for several reasons, it becomes essential in some situations. If you answer “yes” to any of the following questions, you should hire a registered agent service for your nonprofit.
- Does your nonprofit keep irregular business hours? As previously noted, your nonprofit’s resident agent must be available at their listed address during standard business hours. If your nonprofit’s operating hours fall outside the standard 9-to-5, you’ll need to hire a registered agent service.
- Do you live out of state? Your nonprofit’s resident agent must be a resident of the state in which your nonprofit is incorporated. If you’re not a Massachusetts resident, you’ll need to hire a Massachusetts resident agent to represent your nonprofit.
- Is your nonprofit located in multiple states — or will it be in the future? If your nonprofit currently operates in multiple states — or has plans to do so — you must appoint a registered agent in every state in which it will operate. Because you obviously can’t be in two places at once, it’s essential that you hire a registered agent service.
- Will you operate without a physical address? If you plan to solely operate your nonprofit online, or without a physical address, you won’t have a business address to list on your Articles of Organization and other important legal documents. By hiring a professional registered agent service, you can list their agency’s physical address on all documents.
How Do I Choose a Resident Agent in Massachusetts?
For your Massachusetts nonprofit, you must select your resident agent when you file your nonprofit’s Articles of Organization. The Articles of Organization is the primary nonprofit formation document in Massachusetts.
Nominating a Resident Agent Online
You can file your nonprofit’s Articles of Organization and pay the $40 filing fee through the Massachusetts Secretary of the Commonwealth website. While completing the Articles of Organization online, you’ll be able to nominate your nonprofit’s resident agent.
Nominating a Resident Agent by Mail, by Fax, or in Person
To form your Massachusetts nonprofit by mail, download the Articles of Organization form, fill it out in its entirety, and submit the original plus one copy (along with the $35 filing fee) to the Massachusetts Secretary of the Commonwealth. You will list the resident agent’s name and contact details in Article 7d.
How Do I Change My Nonprofit’s Resident Agent in Massachusetts?
The Business Corporation Act Section 5.02 mandates the following for any change of resident agent by the nonprofit:
(a) A corporation may change its registered office or registered agent by delivering to the secretary of state for filing a statement of change that sets forth:
(1) the name of the corporation;
(2) the street address of its current registered office;
(3) if the current registered office is to be changed, the street address of the new registered office;
(4) the name of its current registered agent;
(5) if the current registered agent is to be changed, the name of the new registered agent and the new agent’s written consent, either on the statement or attached to it, to the appointment; and
(6) that after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.
Putting It Into Practice
To legally change your Massachusetts nonprofit’s resident agent, you must do so through the Massachusetts Secretary of the Commonwealth website. Access your customer account to download the appropriate form.
Conclusion
When working in a nonprofit environment, you have more important things to focus on than checking the mail, filing legal documents, and worrying about remembering compliance deadlines. That’s what a resident agent can do for you. When you hire a professional registered agent service, you can leave these tasks in their capable hands and truly focus on what matters most to your organization.
Frequently Asked Questions
Who can serve as my nonprofit’s registered agent?
In the state of Massachusetts, anyone 18 and older can serve as your nonprofit’s registered agent, as long as they are a state resident and available at their listed address during standard business hours during the week. We do, however, recommend all nonprofits utilize a registered agent service.
How much does a Massachusetts nonprofit registered agent cost?
Although using a registered agent service can cost your nonprofit between $50 and $300 per year, it will save you time, money, and stress in the long run.
How much does it cost to change my nonprofit’s registered agent?
Changing your Massachusetts nonprofit’s registered agent with the Secretary of the Commonwealth costs $5.
What is a statutory agent?
A statutory agent is another name for a registered agent.
What is a resident agent?
A resident agent is another name for a registered agent. Massachusetts refers to its nonprofit registered agents as resident agents.
What is a service of process agent?
A service of process agent is another name for a registered agent.
What does “service of process” mean?
Service of process simply means receiving legal documents, such as a court summons. A court summons is a document that requires a representative of your organization to appear before a judge because of a pending lawsuit.
What is the difference between a commercial registered agent and a noncommercial registered agent?
Most states require nonprofit owners to provide their nonprofit’s registered agent’s name and address when forming your nonprofit. In some states, you will be asked whether you are electing a commercial or noncommercial registered agent. Some states refer to professional registered agents as commercial agents and individual agents as noncommercial.