Articles of Incorporation for Nonprofits

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:
As discussed in Forming a Nonprofit Corporation, you must include the name of the nonprofit corporation, which typically must include "Corporation" or "Incorporated" or an abbreviation of one of these words, such as “Inc.” or "Corp." Most states will not allow two companies to have the same name, nor will they allow your corporation to adopt a name that is deceptively similar to another company's name. For state-level information on naming requirements, see State Law: Forming a Nonprofit Corporation.
  • Name and Address of Registered Agent:
Most states require the name and address (not a P.O. Box) of the nonprofit corporation's registered agent in the state of incorporation. The purpose of the registered agent is to provide a legal address for service of process in the event of a lawsuit. The registered agent is also where the state government sends official documents such as tax notices and annual reports. If your nonprofit corporation incorporates in the same state where you do business, an officer of the nonprofit corporation can usually serve as the registered agent. If your nonprofit corporation incorporates in a state other than where it does business, then you will have to hire a registered agent in the state of incorporation. You can find registered agent service companies online. Shop around and compare rates because there are many registered agent companies available.
  • Legal Address of the Nonprofit Corporation:
Some states require that you include the address of the nonprofit corporation's principal office (whether or not that address is inside or outside the state of incorporation). This is distinct from the address of the registered agent discussed above, although in some circumstances this address could be the same (e.g., when a corporate officer is serving as the registered agent).
  • Duration of the Nonprofit Corporation:
Some states ask how long your nonprofit corporation will be in existence. You should answer "perpetual" unless you know that the nonprofit has a definitive termination date.
  • Name of Incorporator(s):
An incorporator is the person preparing and filing the formation documents with the state. Most states require the name and signature of the incorporator or incorporators to be included in the articles of incorporation. Some states also require that you include the incorporator’s address.
  • Name and Address of Director(s):
Some states require that you list the names and addresses of the initial directors of the nonprofit corporation in the articles. In other states, you are not required to identify them (although you may do so if you want). See State Law: Forming a Nonprofit Corporation for details on the number of directors required by the fifteen largest U.S. states and the District of Columbia. When the initial directors are not named in the articles, the incorporator or incorporators have the authority to manage the affairs of the corporation until directors are elected. In this capacity, they may do whatever is necessary to complete the organization of the nonprofit corporation, including calling an organizational meeting for adopting bylaws and electing directors.
  • Statement of Purpose:
Here you must state the purpose(s) for which the nonprofit corporation is formed. Although the articles of incorporation is a corporate formation document, the IRS requires the inclusion of specific language in the Statement of Purpose in order for the nonprofit corporation to qualify for 501(c)(3) tax exemption. The IRS offers the following language:

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:
The following items are important for making your nonprofit status clear and obtaining tax-exemption from the IRS. You should include separate statements indicating that the organization:

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).

 

Last updated on September 30th, 2008

   
 
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