Let's say an individual wanted to create a for-profit corporation in the Commonwealth of Massachusetts as they have evaluated the non-profit/tax-exempt options and they do not fit the business model of the corporation that is to-be-incorporated.

It is important to the owner and key-stakeholders that some non-profit-like provisions are required to be part of the processes of the company. For example, disclosure of information that would be found on Form 990 (IRS), requirement to hold meetings in a fashion similar to that found in the Massachusetts Open Meeting Law.

Would this be something included in the company bylaws? Would this be in one of the articles that is part of the Articles of incorporation?

1 Answer 1


This sounds like a situation in which to use a Massachusetts Benefit Corporation.

One could put relevant provisions in either Articles of Incorporation (which can typically be amended only by shareholders) or in Bylaws (which can typically be amended by the Board of Directors).

Another way to achieve this end that might be more "credible" would be to enter into a covenant with a non-profit to honor certain conditions that could be enforced contractually by the non-profit and couldn't be unilaterally changed by either the shareholders or the directors of the corporation.

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