Is your incorporated booster club filing the Massachusetts annual report?

Who files it

Massachusetts General Laws c.180 §26A requires every corporation organized for the purposes described in Chapter 180 to file an annual certificate with the state secretary. Most incorporated booster clubs and PTOs fall into that group. The section lists some exclusions, including a church or religious organization, a nonprofit school or college, and a charitable hospital.

An unincorporated club does not file this report. It still registers with the Attorney General and files Form PC if it is a public charity; the AG does not require incorporation to register.

What the certificate says

The certificate is signed under the penalties of perjury by an officer of the corporation and states:

• The name of the corporation
• The street address of its principal office
• The date of its last annual meeting
• The names and addresses of all officers and directors, and when each one's term expires

Because it lists officers and the date of the last annual meeting, the report is only as good as the club's minutes. Hold the annual meeting your bylaws require and record it.

The fee and how to file

The statute says the fee is set each year by the Commissioner of Administration. Check the current fee and filing method on the Secretary of the Commonwealth's Corporations Division site before you file, rather than relying on a figure from an older guide.

What happens if it is missed

If a corporation fails to file for two successive years, the state secretary mails a notice of default. If the certificates are not filed within 90 days after that notice, that is sufficient cause for the secretary to revoke the corporation's charter.

Revocation of the charter is a legal matter with consequences for the club's contracts, property and bank accounts. If your club is at that stage, talk to an attorney as well as your accountant.

1. 1.Check the club's status on the Secretary of the Commonwealth's corporate search.
2. 2.List which annual reports are missing.
3. 3.Gather the officer list and annual meeting dates for each missing year from the minutes.
4. 4.File the missing reports and pay the fees shown by the Secretary.
5. 5.Put November 1 on the club calendar.

Incorporated or not: what changes for the treasurer

Many booster clubs and PTOs are unincorporated associations. Others incorporated years ago and the current officers may not know it. Check the Secretary of the Commonwealth's corporate records for the club's name before assuming either way.

For the treasurer, incorporation mostly adds one filing and one discipline: the November 1 report, and minutes that show the annual meeting and the current officers and directors.

• Both: IRS 990-series return every year
• Both, if a public charity: AG registration, Form PC and, to solicit, a Certificate of Solicitation
• Incorporated only: the c.180 annual report by November 1
• Incorporated only: dissolution through a formal process; the AG notes that a charitable corporation can only go out of business through a formal dissolution process that includes the AG's assent and usually the approval of the Supreme Judicial Court

How it fits with the other filings

Where we come in

Murphy can keep the officer and meeting details the report needs alongside the club's books, and put the November 1 date on the compliance calendar we prepare with you. Incorporation and dissolution questions go to an attorney. We give you a scope and a price in writing before anything starts.