In order to form a nonprofit corporation, you must file articles of incorporation (sometimes called a "certificate of incorporation" or "charter document" or "articles of organization") with the state and pay a filing fee. The filing fee generally ranges between $30 and $125 depending on the state. See State Law: Forming a Nonprofit Corporation for details on state filing fees.
The articles function like a constitution for the nonprofit corporation. Ordinarily, the document is short and simple, and you can prepare it on your own by filling in the form provided by your state. A number of items in the articles, however, are important in order to obtain tax-exempt status from the federal government, such as the statement of purpose and statements indicating that the organization will not engage in prohibited political and legislative activity and that all of its assets will be dedicated to its exempt purpose under 501(c)(3). These items are discussed below. Consult the IRS website for a list of the Required Provisions for Articles and sample articles of incorporation to help you draft articles that meet the federal requirements for tax-exemption. State requirements for nonprofit articles of incorporation vary, however, so you may need to adapt the IRS sample to meet your state's specific requirements. Below is a list of information commonly required by the states and the IRS:
- Name of the Nonprofit Organization:
- Name and Address of Registered Agent:
- Legal Address of the Nonprofit Corporation:
- Duration of the Nonprofit Corporation:
- Name of Incorporator(s):
- Name and Address of Director(s):
- Statement of Purpose:
Said corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Some states also ask for a Statement of Lawful Purpose and a Statement of Specific Purpose.
A sample "Statement of Lawful Purpose":
The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the laws of State.
A sample "Statement of Specific Purpose":
The specific purpose for which this corporation is organized is to publish a blog providing information to the public on deep sea fishing practices off Hawaii.
- Other Items Emphasizing Your Nonprofit Status:
is not for-profit:
No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Statement of Purpose hereof. The property of this corporation is irrevocably dedicated to [your 501(c)(3) exempt purpose(s)] and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer, or member thereof, or to the benefit of any private individual.
will not engage in prohibited political and legislative activity under 501(c)(3):
No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.
if dissolved, will distribute its assets within the meaning of 501(c)(3):
Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose.
You can find the required forms and sample articles of incorporation on your state's page. If you must amend the articles, you can do so by filing articles of amendment with the same official to whom you submitted the original articles (usually the Secretary of State).