Massachusetts nonprofits register with the AG Non-Profit Organizations/Public Charities Division and file Form PC annually, with audit attachment thresholds set in statute. The state's audit thresholds are among the most rigorous in the country at higher revenue bands, and the Form PC schedule attachment requirements (Schedule A-2 for audited financials) catch finance staff who plan from federal Form 990 timing alone.
A Boston-area workforce development nonprofit grew gross support and revenue from $480,000 to $540,000 in a single fiscal year — its first time crossing the Massachusetts audit threshold of $500,000. The organization’s CFO budgeted for the audit but missed that the Form PC Schedule A-2 (audited financials) attachment was now required, not the Schedule A-1 (CPA review). The Form PC was filed with the wrong schedule. The AG Public Charities Division flagged the filing as deficient, and the organization’s pending grant from a major Boston foundation was held while the foundation waited for the corrected filing. Six weeks of correction time, plus expedited CPA fees, plus three months of delayed grant disbursement.
Massachusetts compliance is rigorous and well-documented. The AG Public Charities Division administers Form PC with Schedule A-1 (review) and Schedule A-2 (audit) attachments at statutory thresholds. The Secretary of the Commonwealth runs a parallel corporate annual report on a different calendar. Federal pass-through funding from EOHHS, DPH, DCF, and other state agencies adds the Uniform Guidance layer for federally funded organizations.
The 12 questions below cover the Form PC schedule structure, the audit threshold mechanics, and the cross-cutting state-federal interaction. For the Boston funder ecosystem, see the Boston foundation grants guide. For federal compliance baseline, see the grant compliance FAQ and the single audit FAQ.
Implementation realities and migration notes
Mid-sized nonprofits in this category typically inherit a tangle of restricted-fund histories: federal pass-throughs, state agency contracts, family-foundation grants, and partner funding stretching back many years. Migrating that history cleanly is not optional — auditors and program officers will ask questions that require a year-by-year reconstruction. Implementation timelines run six to ten weeks for organizations that scope the data inventory before signing. Cutting corners on migration to chase a fast launch usually surfaces gaps during the next single-audit cycle, and the cost of fixing those gaps after the fact is meaningfully higher than doing migration right at the start.
Plan accordingly, and require any vendor on the shortlist to demonstrate restricted-fund handling, grant tracking, and donor record migration on a representative sample of your actual historical data before you sign. Vendors that decline to demo on real data are filtering you out for a reason. The demo on your data is where the gaps surface — both the gaps in the vendor’s product and the gaps in your existing records that you will need to clean up regardless of which system you choose. Use that demo to set realistic expectations with the board and the audit committee about timeline and scope before contracts get signed.
Free resource
Get the Nonprofit Grant Compliance Checklist
A practical checklist for post-award grant compliance: restricted funds, reporting cadence, audit prep, and common failure points. Delivered by email.
Approximately 35,000 active 501(c)(3) public charities are registered with the IRS in Massachusetts as of recent BMF extracts.
Massachusetts requires both an annual Form PC (AG) and an annual corporate report (Secretary of the Commonwealth) — two separate state-level annual filings.
Source: Massachusetts Secretary of the Commonwealth and AG Public Charities Division
DEFINITION
Form PC
Massachusetts Annual Charity Report — filed annually by registered public charities with the AG Public Charities Division.
DEFINITION
Schedule A-2
Audited financial statement attachment to Form PC for organizations above the audit threshold.
DEFINITION
Schedule A-1
CPA review attachment to Form PC for organizations between review and audit thresholds.
DEFINITION
Schedule RO
Form PC schedule reporting related organizations and group structures.
DEFINITION
MGL Chapter 12 §8F
Massachusetts General Laws section establishing the financial reporting requirements for registered public charities.
Q&A
Why does Massachusetts have separate Schedule A-1 and A-2 attachments?
Massachusetts uses tiered CPA assurance (compilation / review / audit) based on revenue, mirroring AICPA standards. Schedule A-1 is the review attachment; A-2 is the audit attachment. The schedule designation tells the AG immediately what level of assurance is being submitted.
Q&A
Are Massachusetts churches subject to Form PC?
Religious organizations are exempt from Form PC filing under Massachusetts law, but related entities (church-affiliated schools, social service ministries with separate 501(c)(3) status) typically are subject to Form PC.
Q&A
Does Massachusetts impose donor disclosure requirements?
Massachusetts requires Form PC to attach the IRS Schedule B (Schedule of Contributors) for AG review purposes; the Schedule B is treated confidentially and not publicly disclosed by the AG.
Frequently asked
Frequently Asked Questions
Who must register with the Massachusetts AG Public Charities Division?
Every public charity organized or operating in Massachusetts, or soliciting funds in Massachusetts, must register with the Non-Profit Organizations/Public Charities Division of the Massachusetts Attorney General's Office under Massachusetts General Laws Chapter 12, Sections 8E-8M. Initial registration requires Form PC plus founding documents and the most recent IRS Form 990 (or 990-EZ / 990-PF). Out-of-state organizations soliciting in Massachusetts register on the same basis as Massachusetts-incorporated organizations.
When is Massachusetts Form PC due?
Form PC is due 4.5 months after fiscal year end — the same as the federal Form 990. For a calendar-year nonprofit, that is May 15. Massachusetts grants extensions of up to six months on request via the Charities Division. Late filing triggers escalating fees and ultimately delinquent or revoked registration status, both of which appear publicly on the Charities Division search.
When does Massachusetts require an audited financial statement?
Massachusetts thresholds (per MGL Chapter 12 §8F) attach audit and review requirements to gross support and revenue: organizations with gross support and revenue of $500,000 or more must submit audited financial statements (Schedule A-2); organizations with gross support and revenue of $200,000 or more but less than $500,000 must submit a CPA review (Schedule A-1); below $200,000, financial statements compiled by the organization are sufficient. These thresholds have been updated periodically — verify current thresholds with the Charities Division before contracting an auditor for state-compliance reasons alone.
What is Massachusetts Schedule A-2?
Schedule A-2 is the audited financial statement attachment to Form PC. It must be prepared by an independent CPA in accordance with Generally Accepted Auditing Standards (GAAS). Schedule A-1 is the CPA review version, used by mid-size organizations below the audit threshold. The Schedule designation appears on the Form PC and indicates which level of CPA assurance is attached.
Does Massachusetts require a separate annual report with the Secretary of the Commonwealth?
Yes. Massachusetts nonprofit corporations file an Annual Report with the Secretary of the Commonwealth's Corporations Division by November 1 each year. The Annual Report is a corporate filing — distinct from Form PC, which is an AG charitable filing. Massachusetts is one of the states that runs both filings annually, and missing either creates separate consequences (administrative dissolution from the Secretary; charitable registration suspension from the AG).
How does Massachusetts interact with the federal single audit?
Massachusetts pass-through dollars in many state-administered programs (DPH, DCF, EOLWD, EOHHS) flow federal funds and trigger Uniform Guidance on the subrecipient. If your federal expenditures aggregate to $1,000,000 or more in a fiscal year, you must conduct a single audit under 2 CFR 200 Subpart F regardless of agency. State-only Massachusetts contracts do not count toward the threshold; state administration of federal pass-through funds does. Reconcile your SEFA carefully — Massachusetts agencies sometimes mix state and federal funds in a single contract requiring careful unbundling.
What is Form PC Schedule RO?
Schedule RO collects information about related organizations — affiliated entities, controlled entities, and entities under common control. Massachusetts uses Schedule RO to track group structures, fiscal sponsorship arrangements, and the boundaries between separately registered entities. Misreporting the relationship between a parent and a fiscally sponsored project is a common Schedule RO error.
Are Massachusetts professional fundraisers separately regulated?
Yes. Professional solicitors and professional fundraising counsel operating in Massachusetts must register separately with the AG Charities Division and file annual reports. Nonprofits using professional fundraisers must include the contracts on Form PC and disclose gross receipts, fees retained, and net to the charity. Mismatches between the nonprofit's Form PC and the fundraiser's filings are an automatic AG flag.
What happens if my Form PC is late?
Late Form PC filing results in delinquent status with the Charities Division, which is publicly searchable. The AG assesses late fees, and continued non-filing leads to revocation of public charity status — terminating legal authority to solicit in Massachusetts. Foundation due diligence in Massachusetts routinely checks the Charities Division database; a delinquency or revoked flag will affect funder decisions before you know it has been queried.
How does Massachusetts treat charitable trusts?
Massachusetts charitable trusts (entities organized as trusts rather than nonprofit corporations) are subject to the same Form PC filing regime. Trustees of a charitable trust are fiduciaries under Massachusetts trust law and the AG's oversight authority extends to trust administration, breach of duty, and improper distribution of trust assets. Most charitable trusts are private foundations under federal tax law and file Form 990-PF rather than 990, but the Form PC submission requirement is the same.
What records does the Massachusetts AG expect me to maintain?
Massachusetts requires public charities to maintain books and records sufficient to substantiate Form PC filings — donor records, fundraiser contracts, financial records, board and committee minutes, and grant agreements. Records should be retained for at least 7 years (the federal record retention period plus margin). The AG can request records during examination and has subpoena authority. Disorganized records prolong examination and increase the likelihood of follow-up action.
How do I dissolve or merge a Massachusetts nonprofit?
Massachusetts dissolution and merger of public charities require AG approval under Chapter 180 §11A and Chapter 12 §8A. The AG reviews dissolution plans for compliance with the cy près doctrine — remaining charitable assets must be distributed to a qualifying 501(c)(3) recipient with similar charitable purposes. The AG review can take 60–90 days. Plan dissolution timelines accordingly and engage Massachusetts nonprofit counsel — incorrect distribution of charitable assets can result in personal liability for board members.
