Forming a Nonprofit Corporation

These are the general steps you need to follow in order to form a nonprofit corporation in compliance with local, state, and federal laws. For information specific to your state, please see State Law: Forming a Nonprofit Corporation.

1. Preliminary Matters

a. Your mission

Take the time to write out a mission statement that identifies the societal need you wish to satisfy. Then outline how your nonprofit corporation will go about satisfying the need. See MinnPost.com for a terrific example of a mission statement in the context of online journalism.

This may sound like a distraction at first, but do not underestimate its importance: you will return to this statement time and again throughout the process, whether in preparing your articles of incorporation or planning your fundraising activities. You need to be clear about why you are investing time, effort, and money into forming a nonprofit organization not only for yourself, but because clarity of vision will help attract others to your nonprofit organization, whether as directors, officers, employees, or donors.

b. Figure out a fundraising plan

501(c)(3) status not only gives your nonprofit corporation tax exemptions, but also makes the ability to raise money easier because donations are tax-deductible. You will need to have a plan on how to attract and collect donations. Refer to resources such as Network for Good and Nonprofit Good Practice Guide for information on fundraising plans and ideas.

Remember that organizations that inspire confidence in donors are ones that:

1. are able to communicate who they are and what they do

2. define reasonable and attainable short-term and long-term goals

3. show financial acumen in how to fulfill these goals

4. can chart progress made toward the goals

5. have programs that clearly speak to the organization's mission

6. keep accurate and up-to-date accounting books and corporate records

7. are professionally and efficiently run

8. have 501(c)(3) status so that donations are tax-deductible

c. Plan the annual budget

You should create an operating budget for the upcoming year. An operating budget outlines your planned revenue and expenses, broken down by category. These categories include: personnel (salaries and benefits), administrative (computer equipment and office supplies), and fundraising (marketing and soliticing donations). Once you've incorporated, the board of directors has to authorize the annual budget. Plan the nonprofit corporation's finances for the year using resources such as Free Management Library, The Nonprofit Times, and Nonprofit Guides.

This budget will be of immense help when applying for grant money or asking for donations as you will be able to show how you plan to use the funds. See Bush Foundation's Sample Budget.

d. Reassess your decision to incorporate

Now that you have a mission, a fundraising plan, and a budget, reassess your decision to incorporate. Ask yourself whether the ban on political and legislative activity frustrates your mission. If so, consider one of the other business types available. Also ask yourself whether your budget allows you to operate for a year, or whether you have the time to execute on your fundraising plan. If you feel a financial crush approaching, but still feel that your goal is to become a 501(c)(3) organization, perhaps starting out with a fiscal sponsorship may be best for you.

2. Incorporate your Nonprofit Organization

Most small nonprofit organizations incorporate in the state where they are operating. If you are thinking of something different, Findlaw has a good overview on choosing where to incorporate.

Get in touch with your Secretary of State and request all the forms needed to incorporate as a nonprofit corporation. Additionally, ask whether you can get copies of any statutes on establishing and running a nonprofit corporation as they will be a valuable resource throughout this process. The State Law: Forming a Nonprofit Corporation section in this Guide has many state-level resources to help you in this process.

a. Choose a business name for the corporation and check for availability.

If you are currently operating under a business name, you may want to keep that name because it already identifies your business. However, you could also take this opportunity to change your organization's name to something more appropriate. Please see our section on choosing and checking the availability of a name for your non-profit organization, as well as our section on the trademark law aspects of choosing a name.

Although the details vary based on state law, ordinarily the name of a nonprofit organization:

i. must not be the same as that of another corporation on file with the state (substantially similar names will likely be rejected as well)

ii. must contain the words "Corporation" or "Incorporated" or an abbreviation of one of these words ("Corp." or "Inc.")

iii. must not contain words that suggest an association with certain specialized entities like the federal government (prohibited names include: "Federal," "National," or "United States") or a restricted type of business (prohibited names include: "Bank," "Lawyer," or "Doctor") or a special legal entity (prohibited names include: "Cooperative," "Reserve," or "Trust").

Although you are not required to do so, you should consider registering your business name as a federal and/or state trademark. See Trademark for Business Naming for details.

b. Recruit and appoint a director or directors

The board of directors makes the major strategic and financial decisions for a nonprofit corporation, including appointing its officers. Some states require that directors be named in the articles of incorporation, while others allow the owners/incorporators (those filing the paperwork) to appoint directors at the initial organizational meeting. The minimum number of directors and any additional requirements for director eligibility varies based on state law. As you consider who you would like on your board, think about whether the potential director:

has demonstrated a commitment to your nonprofit organization's purpose

possesses good fundraising skills

is well-connected

has experience managing money

There are a many strategic decisions to make here, which are beyond the scope of this Guide. You should consult with a nonprofit attorney and others experienced in this field about what kind of personalities you will want on your board, as well as setting an appropriate board size.

c. Prepare and file articles of incorporation

Refer to our section on Articles of Incorporation for Nonprofit Corporations on how to prepare articles for your nonprofit organization. You will want to file the document with the appropriate state office, usually the Secretary of State.

There will be a filing fee, which generally ranges between $20 and $125 depending on the state. See the State Law: Forming a Nonprofit Corporation section for details on state filing fees.

d. Create the bylaws

Bylaws set out the details of how the business will be run, who will make what decisions, when decisions will be made, and so forth. It is important to think about the bylaws carefully because you will be expected to follow them. You are not required to file bylaws with a state office, but you should keep a copy at your principal place of business.

e. Hold an organizational meeting

The owners/incorporators, or the initial directors if named in the articles of incorporation, should hold an initial organizational meeting to:

1. appoint directors (if not named in the articles)

2. appoint corporate officers

3. adopt the bylaws

4. set the nonprofit corporation's budget for the fiscal year

5. designate a bank

6. select a corporate seal

Someone present at the meeting should record minutes of the meeting, and the minutes should be stored at the nonprofit corporation's principal place of business.

f. Keep a Records Book

You will need to set up a records book to store all the important documents pertaining to your incorporation in one place.

3. Get your Employer Identification Number

You will need to apply for an Employer Identification Number, also known as EIN, from the IRS for your nonprofit corporation. You can apply for an EIN:

by submitting the required information online at the IRS website
by telephone at 1-800-829-4933 from 7:00 a.m. to 10:00 p.m. in your local time zone
by mailing or faxing Form SS-4, the Application for Employer Identification Number

Instructions for Form SS-4 are available on the IRS website. The EIN is issued immediately once the application information is validated.

You will also likely need to obtain a state employer identification number or account for tax purposes. See State Law: Forming a Nonprofit Corporation for details on state requirements.

For general information on the tax obligations of corporations, including requirements relating to self-employment and employment taxes, see the Tax Obligations of Small Businesses section of this Guide.

4. Apply for tax exemptions

As with any corporation, a nonprofit corporation initially is subject to federal, state, and local taxes. You will have to apply for federal income tax exemption before being able to enjoy state and local tax exemptions.

a. Federal Income Tax Exemption

You will likely have to to apply to the IRS in order to become a tax-exempt organization under 501(c)(3) of the tax code. Refer to Applying for 501(c)(3) Tax Exemption for more on this process, and also see our detailed guide to the IRS's decision-making process for granting tax exemptions to journalism non-profits. There are many potential pitfalls in this process. We strongly recommend reviewing this guide before applying for an exemption.

b. State Tax Exemptions

Your state may impose taxes on your nonprofit corporation based on its net earnings. In some states you will receive state tax exemptions once you've filed your articles of incorporation and have gained 501(c)(3) tax exemptions from the federal government. In others, you will have to apply for state tax exemptions. Refer to our state guide for more information on how to obtain state tax exemptions.

c. Local Tax Exemptions

Your nonprofit organization may be exempt from paying property taxes on property it owns or leases. Such exemptions vary widely by location; check with the tax assessor of your local government (town or city hall, or the seat of county government) to find out how to apply for applicable exemptions.

5. Other steps to take

a. Register with your State's Attorney General

One duty of a state's Attorney General is to oversee nonprofit organizations and ensure that they are in compliance with the law. As a result, some states require nonprofit organizations to register with the Attorney General's Office and send periodic reports on the allocation of the nonprofit organization's funds. Refer to our state guide for more information on the requirements of your state.

b. Open a Bank Account for Your Business

You should keep the nonprofit corporation's finances separate from your personal accounts. A good way to do this is by opening a bank account for your nonprofit corporation. You will probably need your EIN, a copy of the articles of incorporation, and a resolution identifying authorized signers if those names are not listed in the articles. Here is one example of the documentation that banks ask for.

c. Obtain any required local licenses or permits

As a business doing journalism, you are not required to obtain any federal or state licenses or permits relating to carrying on a particular trade. Most local or city governments, however, require every business to obtain a basic business license, sometimes called a tax registration certificate. You get this license from your city or county. The best way to get information about fees and procedures is to contact your county or city clerk's office or other local government authority. The local chamber of commerce and other small business owners might also be a good resource for information regarding local licenses and permits.

d. Apply for a Nonprofit Postal Permit

In general, 501(c)(3) nonprofit organizations qualify for significantly reduced postage rates for certain types of printed mail. In order to take advantage of these rates, you will have to apply for a nonprofit mailing permit from the U.S. Post Office using PS Form 3624.

e. Insurance

Obtain the appropriate insurance for your nonprofit corporation. You will probably need to take out new policy for the nonprofit corporation from organizations such as The Nonprofits Insurance Alliance Group, Nonprofit Insurance Services, First Nonprofit Insurance Company, and Riverport Insurance. Talk to a legal professional about what you need coverage for, and consider what you are willing to risk.

Jurisdiction:

United States

Subject Area:

State Law: Forming a Nonprofit

Choose your state from the list below for state-specific information on forming a nonprofit organization:

Forming a Nonprofit Corporation in Arizona

Here are the steps to form a nonprofit corporation in Arizona. You should read this page in conjunction with the general section on forming a nonprofit corporation, which has additional steps listed that are applicable to all states. You should also familiarize yourself with Title 10, Chapters 24 to 35 and Chapters 36 to 40 of the Arizona Revised Statutes (abbreviated here as “A.R.S.”).

1. Choose a business name and check for availability

Your nonprofit corporation’s name must be distinguishable from the names of other Arizona corporations and certain other entities. A.R.S. § 10‑3401(B).

You can check the availability of a corporate name or reserve a corporate name for up to 120 days at the Arizona Corporation Commission website.

2. Recruit and/or appoint directors

Every nonprofit corporation in Arizona must have a board of directors to exercise the powers of the corporation and manage its operation. A.R.S. § 10‑3801.

The board of directors must consist of at least one director for your nonprofit corporation. A.R.S. § 10‑3803.

Directors do not have to reside within Arizona, nor be a member of the nonprofit corporation. A.R.S. § 10‑3802.

3. Determine your known place of business and your statutory agent

Every nonprofit corporation in Arizona must have a statutory agent. A.R.S. § 10‑3501. The statutory agent must be (a) an individual who resides in Arizona; (b) a domestic business or nonprofit corporation formed under A.R.S. Title 10; (c) a foreign business or nonprofit corporation authorized to transact business or conduct affairs in Arizona; (d) a limited liability company formed under A.R.S. Title 29; or (e) a limited liability company authorized to transact business in Arizona. Id.

Every nonprofit corporation in Arizona must have a known place of business, which may be the address of the corporation’s statutory agent. Id. The known place of business must be a street address. A.R.S. § 10‑3202(A)(5).

4. Incorporate your Nonprofit Organization

You should read the general section on forming a nonprofit corporation in tandem with the steps outlined here.

a. Prepare and file articles of incorporation with the Arizona Corporation Commission.

Articles of Incorporation for Nonprofit Corporations explains what to include in your articles in order to qualify for 501(c)(3) tax-exempt status.

You must file your articles of incorporation with the Arizona Corporation Commission.

The filing fee is $30. A.R.S. § 10‑3122.

A.R.S. § 10‑3202 provides more details on what the Articles of Incorporation must include. The Arizona Corporation Commission website provides a simple, fill-in-the-blank form for nonprofit corporation Articles of Incorporation, with instructions. Note that the form must be submitted with a cover sheet.

Every nonprofit corporation in Arizona must file an Annual Report with the State Corporation Commission and pay a $10 fee. A.R.S. § 10‑11622, § 10‑3122. The Annual Report can be filed electronically on the State Corporation Commission’s website. The State Corporation Commission does not send a reminder of the need to file an annual report.

b. Create the bylaws

There are no set criteria for the content of bylaws, but they typically set forth internal rules and procedures of the corporation. See A.R.S. § 10‑3206.

You are not required to file bylaws with the Secretary of State, but you must keep a copy at the nonprofit corporation’s principal office, known place of business, or the office of its statutory agent. A.R.S. § 10‑11601.

Refer to Bylaws for Nonprofit Corporations for general information.

c. Hold an organizational meeting

See Forming a Nonprofit Corporation for details. You can find the Arizona statute regarding organization meetings at A.R.S. § 10‑3205.

d. Create a Records Book

You will need a records book to store the important documents of your nonprofit corporation.

See A.R.S. § 10‑11601 for specific information about record-keeping requirements under Arizona law.

5. Get your Employer Identification Number

Whenever you hire an employee in Arizona, you must inform both the IRS and the state of Arizona.

a. Federal

Request an Employer Identification Number (EIN) from the IRS. This can be done via its online application. There is no filing fee.

For more on the EIN, see Forming a Nonprofit Corporation.

The IRS details all of the necessary steps to complete, including verifying work eligibility and withholding allowances certificates, in Hiring Employees.

b. State

For details on reporting the hiring of an employee to the state of Arizona, see the Arizona New Hire Reporting website.

Arizona law requires employers in Arizona to use the “E-Verify” system (a free Web-based service offered by the federal Department of Homeland Security) to verify the employment authorization of all new employees hired after December 31, 2007. A.R.S. § 23‑214.

If you have an employee or employees to whom you page wages for services performed in Arizona, you must register complete the Joint Tax Application for employer withholding and unemployment insurance. You can do this via the Arizona Department of Revenue website (click on “License a New Business”), which you can also use to register for other business taxes (if applicable).

All employers who regularly hire workers in their customary business must also carry workers’ compensation insurance. ARS § 23‑902. The Industrial Commission of Arizona administers the Arizona workers’ compensation program. For more information, see their Employers’ Frequently Asked Questions.

6. Register with state offices

a. Arizona Secretary of State

Before engaging in fundraising activities, you must register with the Arizona Secretary of State. A.R.S. § 44‑6552. You must also file an annual registration statement with the Arizona Secretary of State between September 1 and September 30 each year thereafter. Id.

The website of the Arizona Secretary of State maintains a form you may use for your initial registration and renewal.

b. Department of Revenue

For more information on state tax obligations, see the Arizona Department of Revenue website, including their guide for nonprofit organizations.

7. Apply for tax exemptions

Once you've incorporated as a nonprofit corporation, you can start applying for tax exemptions.

a. Federal

The IRS lists a series of questions to help you determine whether your organization is eligible for federal tax exemption.

See Applying for 501(c)(3) Tax Exemption for more information on how to apply for tax-exempt status under section 501(c)(3) of the tax code.

b. State

All organizations exempt from federal income tax under section 501 of the Internal Revenue Code are exempt from Arizona income tax. A.R.S. § 43‑1201. See A.R.S. § 43‑1201 for further discussion of other entities exempt from Arizona income tax, including “[c]orporations organized and operated exclusively for religious, charitable, scientific, literary or educational purposes . . . [when] no part of the net earnings of which inures to the benefit of any private shareholder or individual, and no substantial part of the activities of which is carrying on propaganda or otherwise attempting to influence legislation.

According to the Arizona Department of Revenue guide for nonprofit organizations, “[g]enerally, it is unnecessary to applyto the Department of Revenue for a letter confirmingexemption from state Income Tax.”

c. Local

See Forming a Nonprofit Corporation for details.

Jurisdiction:

Arizona

Subject Area:

Business Formation

Forming a Nonprofit Corporation in California

California uses the term nonprofit public benefit corporation to refer to the public charity nonprofit corporation that is the focus of this Guide. Here are the steps to form a nonprofit public benefit corporation in California. You should read this page in conjunction with the general section on forming a nonprofit corporation , which has additional steps listed that are applicable to all states. You should also familiarize yourself with sections 5110 - 6910 of the California Corporations Code (abbreviated as "Cal. Corp. Code") and with the California Secretary of State's Business Portal.

1. Choose a business name and check for availability

Your nonprofit's name may not be the same as, or deceptively similar to, other corporate names on file with the Secretary of State (limited exceptions apply).

See the Name Availability section on the California Secretary of State's Business Portal for more details.

2. Recruit and/or appoint directors

You must have at least one director for your nonprofit public benefit corporation.

You must state the number of directors in either the articles of incorporation or the bylaws of your nonprofit public benefit corporation.

Directors do not have to reside within California, nor do they have to be of a certain age.

Under California law, no more than 49 percent of a board of directors may be interested persons. An interested person is a director who provides nondirector services to the nonprofit public benefit corporation and is paid for the services rendered. The law also extends to cover any close relative of the director. For more information, see Cal. Corp. Code § 5227.

3. Incorporate your Nonprofit Organization

You should read the general discussion on how to Incorporate your Nonprofit Organization in tandem with the steps outlined here.

a. Prepare and file articles of incorporation with the Secretary of State

Articles of Incorporation for Nonprofit Corporations explains what to include in your articles in order to qualify for 501(c)(3) tax-exempt status.

The Secretary of State has a sample article of incorporation for a California nonprofit public benefit corporation.

Read Cal. Corp. Code § 5130 for more information on how to construct your articles. For example, the statute requires the following statement:

This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law for (public or charitable (insert one or both)) purposes.

You must file your articles of incorporation with Secretary of State's office. The filing fee is $30.

b. Create the bylaws

California law requires bylaws for your nonprofit public benefit corporation.

There are no set criteria for the content of bylaws, but they typically set forth internal rules and procedures.

Refer to Bylaws for Nonprofit Corporations for general information; for specific information see Cal. Corp. Code §§ 5150-5153.

You are not required to file bylaws with the Secretary of State, but you must keep a copy at the nonprofit public benefit corporation's principal place of business.

c. Prepare and file a Statement of Information with the Secretary of State

A Statement of Information is a public disclosure of information concerning a business entity operating in California, including:

i. a general description of what it does

ii. the names and address of its officers

iii. the address of its principal office

iv. the name and address of an agent to accept the delivery of legal and tax documents on behalf of the business entity

You must file a Statement of Information with the Secretary of State within 90 days of filing your articles of organization.

See Cal. Corp. Code § 6210.

The filing fee is $20.

You can also do this online at the Secretary of State's website which has a simple, fill-in-the-blank form for the Statement of Information. Instructions are included.

Note that you will have to file a Statement of Information with the Secretary of State every two years after the original Statement of Information is filed.

d. Hold an organizational meeting

See the general section on forming a nonprofit corporation for details.

e. Create a Records Book

You will need a records book to store important documents concerning your nonprofit public benefit corporation.

See Cal. Corp. Code §§ 6320-6325 for specific information about record-keeping requirements under California law.

4. Get your Employer Identification Number

Whenever you hire an employee in California, you must inform both the IRS and the State of California.

a. Federal

Request an Employer Identification Number ("EIN") from the IRS. This can be done via an online application.

For more on the EIN, see the general section on gorming a nonprofit corporation.

The IRS details all of the necessary steps to complete, including verifying work eligibility and withholding allowances certificates, in Hiring Employees.

b. State

If you will be paying at least $100 to employees in a quarter (including the president), you are subject to California employment taxes and must register for a California employer account number within 15 days of paying that $100.

You can register for employment taxes and get your account number online using the Employment Development Department's website.

These taxes must be paid quarterly. For more information on being an employer see the California Employer's Guide.

5. Register with the Office of the Attorney General

Once your nonprofit corporation receives donations, you must submit the Initial Registration Form CT-1 in the next 30 days to the Registry of Charitable Trusts at the California Attorney General's Office.

6. Apply for tax exemptions

All business entities are taxed in a variety of different ways. Once you've incorporated as a nonprofit public benefit corporation, you can start applying for tax exemptions.

a. Federal

The IRS lists a series of questions to help you determine whether your organization is eligible for federal tax exemption.

See Applying for 501(c)(3) Tax Exemption for more information on how to apply for tax-exempt status under section 501(c)(3) of the tax code.

b. State

Apply for tax-exempt status in California by filing Form FTB 3500A, the Affirmation of Internal Revenue Code Section 501(c)(3), with the State of California Franchise Tax Board.

You will need to submit a copy of your federal determination letter if you have one.

For more information, check the Franchise Tax Board's FAQ on Exempt Organizations.

c. Local

See the general section on forming a nonprofit corporation for details.

Jurisdiction:

California

Subject Area:

Business Formation

Forming a Nonprofit Corporation in Florida

Here are the steps to form a nonprofit corporation in Florida. You should read this page in conjunction with the general section on forming a nonprofit corporation , which has additional steps listed that are applicable to all states. You should also familiarize yourself with chapter 617 of the Florida Statutes (abbreviated as "Fla. Stat.") and with the Florida Department of State's Division of Corporations.

1. Choose a business name and check for availability

Your nonprofit's name may not be the same as, or deceptively similar to, other corporate names on file with the Secretary of State (limited exceptions apply).

The name must contain the terms "corporation," "incorporated," or their abbreviations, but not the term "company."

See Fla. Stat. § 617.0401 for more information.

Search for name availability at the Florida Division of Corporations.

2. Recruit and/or appoint directors

You must have at least three directors, age eighteen or older, for your nonprofit corporation.

Directors do not have to reside within Florida, nor do they have to be of a certain age.

See Fla. Stat. §§ 617.0801 - 617.08101 for more information.

3. Incorporate your Nonprofit Organization

You should read the general section on forming a nonprofit corporation in tandem with the steps outlined here.

a. Prepare and file articles of incorporation with the Secretary of State

Articles of Incorporation for Nonprofit Corporations explains what to include in your articles in order to qualify for 501(c)(3) tax-exempt status.

File your nonprofit corporation's articles of incorporation with the Florida Division of Corporations.

Click here to view a sample article of incorporation for a Florida nonprofit corporation.

The filing fee is $35; the Designation of Registered Agent fee is $35.

Note that you must file an Annual Report with the Division of Corporations one year after your date of incorporation.

See Fla. Stat. § 617.1622 for more information.

b. Create the bylaws

There are no set criteria for the content of bylaws, but they typically set forth internal rules and procedures.

Refer to Bylaws for Nonprofit Corporations for general information; for specific information see Fla. Stat. § 617.0206.

You are not required to file bylaws with the Secretary of State, but you must keep a copy at the nonprofit corporation's principal place of business.

c. Hold an organizational meeting

See Forming a Nonprofit Corporation for details.

d. Create a Records Book

You will need a records book to store important documents concerning your nonprofit corporation.

See Fla. Stat. § 617.1601 for specific information about record-keeping requirements under Florida law.

4. Get your Employer Identification Number

Whenever you hire an employee in Florida, you must inform both the IRS and the State of Florida.

a. Federal

Request an Employer Identification Number ("EIN") from the IRS. This can be done via an online application.

For more on the EIN, see Forming a Nonprofit Corporation.

The IRS details all of the necessary steps to complete, including verifying work eligibility and withholding allowances certificates, in Hiring Employees.

b. State

Refer to Florida New Hire Reporting Center for details.

5. Register with state offices

a. Division of Consumer Services

If you intend to solicit contributions from Florida public, you must register with the Division of Consumer Services annually.

b. Department of Revenue

Register for your nonprofit corporation's business taxes using the Florida Department of Revenue Online Registration service.

The Florida Department of Revenue has compiled a Start-Up Kit for New Business Owners that includes tax forms and brochures for each type of tax for which you will be responsible.

6. Apply for tax exemptions

All business entities are taxed in a variety of different ways. Once you've incorporated as a nonprofit corporation, you can start applying for tax exemptions.

a. Federal

The IRS lists a series of questions to help you determine whether your organization is eligible for federal tax exemption.

See Applying for 501(c)(3) Tax Exemption for more information on how to apply for tax-exempt status under section 501(c)(3) of the tax code.

b. State

For state income tax exemption, submit your federal determination letter when you file Form 1120: Florida Corporate Income/Franchise and Emergency Excise Tax Return with the Florida Department of Revenue.

For state sales tax exemption, file Form DR5: Application for a Consumer's Certificate of Exemption with the Florida Department of Revenue.

c. Local

See Forming a Nonprofit Corporation for details.

Jurisdiction:

Florida

Subject Area:

Business Formation

Forming a Nonprofit Corporation in Georgia

Here are the steps to form a nonprofit corporation in Georgia. You should read this page in conjunction with the general section on forming a nonprofit corporation , which has additional steps listed that are applicable to all states. Additionally, you should familiarize yourself with:

Title 14, Chapter 3 of the Georgia Annotated Code (abbreviated as "Ga. Code Ann."); note that the link is to the entire Georgia Code, so click through to Title 14, Chapter 3, and browse through articles to locate the specific provisions

Georgia Secretary of State's Corporations Division

1. Choose a business name and check for availability

Your nonprofit's name may not be the same as, or deceptively similar to, other corporate names on file with the Secretary of State (limited exceptions apply).

The name must contain either "corporation," "incorporated," "limited," "company," or their abbreviations.

See Ga. Code Ann. § 14-3-401 for more details.

Reserve your nonprofit corporation's name through the online Name Reservation system.

2. Recruit and/or appoint directors

You must have at least one director, age eighteen or older, for your nonprofit corporation.

Directors do not have to reside within Georgia, nor do they have to be of a certain age.

See Georgia Code Ann. §§ 14-3-801 et seq. for more details.

3. Incorporate your Nonprofit Organization

You should read the general section on forming a nonprofit corporation in tandem with the steps outlined here.

a. Prepare and file articles of incorporation with the Secretary of State

Articles of Incorporation for Nonprofit Corporations explains what to include in your articles in order to qualify for 501(c)(3) tax-exempt status.

You must file articles of incorporation with the Secretary of State.

A sample articles of incorporation is included in the Filing Procedures Guide.

The filing fee is $100.

When filing your articles of incorporation, you must also submit a Transmittal Information Form. This form certifies that you are filing articles of incorporation and will fulfill the publishing requirement explained in the next step.

Note that you must file an Annual Report with the Secretary of State one year after your date of creation.

See Ga. Code Ann. § 14-3-1622 for more details.

b. Publish a notice of intent to incorporate

Under Georgia law, you must publish a notice of intent to incorporate in a local newspaper.

Send $40 to the newspaper within a day of filing your articles of incorporation.

For more information on what the publication should look like, refer to the Secretary of State's Filing Procedures Guide.

c. Create the bylaws

There are no set criteria for the content of bylaws, but they typically set forth internal rules and procedures.

Refer to Bylaws for Nonprofit Corporations for general information; for specific information see Ga. Code Ann. § 14-3-206.

You are not required to file bylaws with the Secretary of State, but you must keep a copy at the nonprofit corporation's principal place of business.

d. Hold an organizational meeting

See Forming a Nonprofit Corporation for details.

e. Create a Records Book

You will need a records book to store important documents concerning your nonprofit corporation.

See Ga. Code Ann. § 14-3-1601 for specific information about record-keeping requirements under Georgia law.

4. Get your Employer Identification Number

Whenever you hire an employee in Georgia, you must inform both the IRS and the state of Georgia.

a. Federal

Request an Employer Identification Number ("EIN") from the IRS. This can be done via an online application.

For more on the EIN, see Forming a Nonprofit Corporation.

The IRS details all of the necessary steps to complete, including verifying work eligibility and withholding allowances certificates, in Hiring Employees.

b. State

Consult the Georgia New Hire Reporting Program.

5. Register with the state of Georgia

a. Georgia Secretary of State

If your nonprofit corporation will accept and/or solicit donations you must register with the the Secretary of State Charitable Organizations department.

b. Office of Secretary of State

Register for taxes using the Georgia Department of Revenue website. Click here for detailed instructions on the different taxes and the registration process.

6. Apply for tax exemptions

All business entities are taxed in a variety of different ways. Once you've incorporated as a nonprofit corporation, you can start applying for tax exemptions.

a. Federal

The IRS lists a series of questions to help you determine whether your organization is eligible for federal tax exemption.

See Applying for 501(c)(3) Tax Exemption for more information on how to apply for tax-exempt status under section 501(c)(3) of the tax code.

b. State

After you have received your tax exempt determination letter from the IRS, apply for state income tax exemption using Form 3605.

c. Local

See Forming a Nonprofit Corporation for details.

Jurisdiction:

Georgia

Subject Area:

Business Formation

Forming a Nonprofit Corporation in Illinois

Here are the steps to form a nonprofit corporation in Illinois. You should read this page in conjunction with the general section on forming a nonprofit corporation , which has additional steps listed that are applicable to all states. You should also familiarize yourself with chapter 805, act 105 of the Illinois Compiled Statutes (abbreviated here as "Ill. Comp. Stat.") and with the Illinois Secretary of State's Guide for Organizing Not-For-Profit Corporations.

1. Choose a business name and check for availability

Your nonprofit's name may not be the same as, or deceptively similar to, other corporate names on file with the Secretary of State (limited exceptions apply).

If the name implies that the corporation is for-profit, it must be followed by the letters "NFP."

See 805 Ill. Comp. Stat. § 5/4.05 for more details.

Search the Secretary of State's Electronic Corporate Names Database to determine name availability.

2. Recruit and/or appoint directors

You must have at least three directors for your nonprofit corporation.

Directors do not have to reside within the state of Illinois, nor do they have to be of a certain age.

See 805 Ill. Comp. Stat. §§ 105/108.05 - 108/85 for more details.

3. Incorporate your Nonprofit Organization

You should read the general section on forming a nonprofit corporation in tandem with the steps outlined here.

a. Prepare and file articles of incorporation with the Secretary of State

Articles of Incorporation for Nonprofit Corporations explains what to include in your articles in order to qualify for 501(c)(3) tax-exempt status.

You must be at least eighteen years of age to be an incorporator in Illinois.

The articles of incorporation must be filed with the Secretary of State.

The filing fee is $50.

Click here for a sample articles of incorporation for a nonprofit corporation.

After you file your articles of incorporation, the Secretary of State will send you a certificate of incorporation. Within fifteen days of receiving this certificate, you must record both it and your articles of incorporation with the Office of the Recorder of Deeds in the county where your nonprofit corporation's registered office is located.

b. Create the bylaws

There are no set criteria for the content of bylaws, but they typically set forth internal rules and procedures.

Refer to Bylaws for Nonprofit Corporations for general information; for specific information see 805 Ill. Comp. Stat. § 105/102.25.

You are not required to file bylaws with the Secretary of State, but you must keep a copy at the nonprofit corporation's principal place of business.

c. Hold an organizational meeting

See Forming a Nonprofit Corporation for details.

d. Create a Records Book

You will need a records book to store important documents concerning your nonprofit corporation.

See 805 Ill. Comp. Stat. § 107/105.75 for specific information about record-keeping requirements under Illinois law.

4. Get your Employer Identification Number

Whenever you hire an employee in Illinois, you must inform both the IRS and the state of Illinois.

a. Federal

Request an Employer Identification Number ("EIN") from the IRS. This can be done via an online application.

For more on the EIN, see Forming a Nonprofit Corporation.

The IRS details all of the necessary steps to complete, including verifying work eligibility and withholding allowances certificates, in Hiring Employees.

b. State

Consult the New Hire Reporting section of the Illinois Business Portal to find out what you need to do at the Illinois Department of Employment Security.

5. Register with the state of Illinois

a. Office of the Attorney General

Before you receive any charitable contributions, you must register with the Charitable Organization Bureau at the Office of the Attorney General.

To register, submit Form CO-1: the Charitable Organization Registration Statement, to the Charitable Organization Bureau.

The filing fee is $15.

b. Department of Revenue

You must register with the Department of Revenue at the Tax Registration Page of the Illinois Business Portal.

6. Apply for tax exemptions

All business entities are taxed in a variety of different ways. Once you've incorporated as a nonprofit corporation, you can start applying for tax exemptions.

a. Federal

The IRS lists a series of questions to help you determine whether your organization is eligible for federal tax exemption.

See Applying for 501(c)(3) Tax Exemption for more information on how to apply for tax-exempt status under section 501(c)(3) of the tax code.

b. State

Once you obtain federal tax-exempt status, you do not need to file any paperwork with Illinois to qualify for state income tax exemption, and you do not need to file a state tax return.

Contact the Sales Tax Division with the Department of Revenue to see if you qualify for a state sales tax exemption.

c. Local

See Forming a Nonprofit Corporation for details.

Jurisdiction:

Illinois

Subject Area:

Business Formation

Forming a Nonprofit Corporation in Indiana

Here are the steps to form a nonprofit corporation in Indiana. You should read this page in conjunction with the general section on forming a nonprofit corporation , which has additional steps listed that are applicable to all states. You should also familiarize yourself with Title 23, Article 17 of the Indiana Code (abbreviated here as "Ind. Code"), and with the Indiana Secretary of State's Business Services Division.

1. Choose a business name and check for availability

Your nonprofit's name may not be the same as, or deceptively similar to, other corporate names on file with the Secretary of State (limited exceptions apply).

The name must contain either "corporation," "incorporated," "limited," "company," or their abbreviations

See Ind. Code § 23-17-5-1 for more information.

2. Recruit and/or appoint directors

You must have at least three directors for your nonprofit corporation.

Directors do not have to reside within the state of Indiana, nor do they have to be of a certain age.

See Ind. Code § 23-17-12-1 for more information.

3. Incorporate your Nonprofit Organization

You should read the general section on forming a nonprofit corporation in tandem with the steps outlined here.

a. Prepare and file articles of incorporation with the Secretary of State

Articles of Incorporation for Nonprofit Corporations explains what to include in your articles in order to qualify for 501(c)(3) tax-exempt status.

You must file articles of incorporation with the Secretary of State.

The filing fee is $30.

Click here for a sample articles of incorporation.

Read Ind. Code § 23-17-3-1 for more information on how to construct your articles. For example, the statute requires the following statement:

This corporation is a public benefit corporation.

Note that you must file an annual Business Entity Report with the Secretary of State. The filing fee is $10, and the form can be filled out online at the Indiana Secretary of State's website. The information required on the report is basic business information, such as the names of all directors and officers and the business's principal location.

b. Create the bylaws

There are no set criteria for the content of bylaws, but they typically set forth internal rules and procedures.

Refer to Bylaws for Nonprofit Corporations for general information; for specific information see Ind. Code § 23-17-3-8 for more information.

You are not required to file bylaws with the Secretary of State, but you must keep a copy at the nonprofit corporation's principal place of business.

c. Hold an organizational meeting

See Forming a Nonprofit Corporation for details.

d. Create a Records Book

You will need a records book to store important documents concerning your nonprofit corporation.

See Ind. Code § 23-17-27-1 for specific information about record-keeping requirements under Indiana law.

4. Get your Employer Identification Number

Whenever you hire an employee in Indiana, you must inform both the IRS and the State of Indiana.

a. Federal

Request an Employer Identification Number ("EIN") from the IRS. This can be done via an online application.

For more on the EIN, see Forming a Nonprofit Corporation.

The IRS details all of the necessary steps to complete, including verifying work eligibility and withholding allowances certificates, in Hiring Employees.

b. State

See Indiana New Hire Reporting Center website for more information.

5. Register with state offices

a. Office of the Attorney General

Any consultant you hire for fundraising purposes or any professional solicitor you engage to get donations must register with the attorney general's office prior to beginning a fundraising campaign.

However, you do not need to register your nonprofit corporation with the Indiana Attorney General's Office if your nonprofit corporation solicits on its own behalf.

b. Department of Revenue

You must register with the Indiana Department of Revenue for tax purposes.

6. Apply for tax exemptions

Once you've incorporated as a nonprofit corporation, you can start applying for tax exemptions.

a. Federal

The IRS lists a series of questions to help you determine whether your organization is eligible for federal tax exemption.

See Applying for 501(c)(3) Tax Exemption for more information on how to apply for tax-exempt status under section 501(c)(3) of the tax code.

b. State

Once you have received your determination letter from the IRS, file Form NP-20A with the Indiana Department of Revenue to obtain state corporate income tax exemption.

You must submit Form NP-20A to the Indiana Department of Revenue to apply for sales tax exemption.

c. Local

See Forming a Nonprofit Corporation for details.

Jurisdiction:

Indiana

Subject Area:

Business Formation

Forming a Nonprofit Corporation in Massachusetts

Here are the steps to form a nonprofit corporation in Massachusetts. You should read this page in conjunction with the general section on forming a nonprofit corporation, which has additional steps listed that are applicable to all states. You should also familiarize yourself with chapter 180 of the Massachusetts General Laws (abbreviated here as "Mass. Gen. Laws"), and with the Massachusetts Secretary of the Commonwealth's Corporations Division.

1. Choose a business name and check for availability

Your nonprofit corporation's name may not be the same as, or deceptively similar to, other corporate names on file with the Secretary of State (limited exceptions apply).

The name must contain either "corporation," "incorporated," "limited," or their abbreviations.

See Mass. Gen. Laws ch. 156B, § 11 for more information.

2. Recruit and/or appoint directors

You must have at least one director for your nonprofit corporation.

Directors do not have to reside within the state of Massachusetts, nor do they have to be of a certain age.

3. Incorporate your Nonprofit Organization

You should read the general section on forming a nonprofit corporation in tandem with the steps outlined here.

a. Prepare and file articles of incorporation with the Secretary of State

Articles of Incorporation for Nonprofit Corporations explains what to include in your articles in order to qualify for 501(c)(3) tax-exempt status.

You must be at least eighteen years old be an incorporator in Massachusetts.

You must file your articles of incorporation with the Secretary of the Commonwealth.

The filing fee is $35.

Click here for a sample articles of incorporation.

Note that you will have to file an Annual Report with the Secretary of the Commonwealth one year after your date of creation. The filing fee is $15, and the information required on the report is basic business information, such as the names of all officers and directors and the business's principal location.

b. Create the bylaws

There are no set criteria for the content of bylaws, but they typically set forth internal rules and procedures.

Refer to Bylaws for Nonprofit Corporations for general information; for specific information see Mass. Gen. Laws ch. 180, § 6A for more information.

You are not required to file bylaws with the Secretary of State, but you must keep a copy at the nonprofit corporation's principal place of business.

c. Hold an organizational meeting

See Forming a Nonprofit Corporation for details.

d. Create a Records Book

Massachusetts law does not set forth specific record-keeping requirements for nonprofit corporations.

See Corporate Records Book for Nonprofit Corporations to determine which documents you should store at your nonprofit corporation's principal place of business.

4. Get your Employer Identification Number

Whenever you hire an employee in Massachusetts, you must inform both the IRS and the Commonwealth of Massachusetts.

a. Federal

Request an Employer Identification Number ("EIN") from the IRS. This can be done via an online application.

For more on the EIN, see Forming a Nonprofit Corporation.

The IRS details all of the necessary steps to complete, including verifying work eligibility and withholding allowances certificates, in Hiring Employees.

b. State

See Massachusetts New Hire Reporting Center for more information.

5. Register with the Commonwealth of Massachusetts

a. Division of Public Charities at the Attorney General's office

If you plan to solicit donations from the public, you must get a Certificate of Solicitation from the Division of Public Charities at the Attorney General's office.

To get the certificate, you will need to file one of the two forms:

Short Form PC - File a Short Form PC if you have not yet completed your first fiscal year and intend to solicit donations. The Short Form PC is intended to inform the Attorney General's office of your fundraising activities for the upcoming year.The filing fee for the Short Form PC is $50.

Form PC - After your first fiscal year, you must file a regular Form PC on an annual basis. The Form PC serves to inform the Attorney General's office of the manner in which your nonprofit corporation conducts its solicitation of funds. The filing fee varies based on gross revenue starting at $35 for gross revenue under $100,000. You are exempt from this requirement if you are not going to raise more than $5000 per year, or if your contributions will come from ten or less individuals and all of your organization's functions will be performed by volunteers.

b. Department of Revenue

You must register for taxes using the Massachusetts Department of Revenue's Business Registration page.

The Massachusetts Department of Revenue's Guide to Employer Tax Obligations can provide some answers to otherwise complicated employment taxes.

Refer to Massachusetts Department of Revenue's other publications for more information.

6. Apply for tax exemptions

Once you've incorporated as a nonprofit corporation, you can start applying for tax exemptions.

a. Federal

The IRS lists a series of questions to help you determine whether your organization is eligible for federal tax exemption.

See Applying for 501(c)(3) Tax Exemption for more information on how to apply for tax-exempt status under section 501(c)(3) of the tax code.

b. State

Once you have received your determination letter from the IRS you can apply to the Massachusetts Department of Revenue for a state income tax exemption.

Unfortunately, there is no way to do this online. Refer to the Department of Revenue for more details.

Your nonprofit corporation may also be eligible for an exemption on state sales tax. Contact the Bureau of Sales Excise with the Department of Revenue for more information.

c. Local

See Forming a Nonprofit Corporation for details.

Jurisdiction:

Massachusetts

Subject Area:

Business Formation

Forming a Nonprofit Corporation in Michigan

Here are the steps to form a nonprofit corporation in Michigan. You should read this page in conjunction with the general section on forming a nonprofit corporation, which has additional steps listed that are applicable to all states. You should also familiarize yourself with chapter 45 of the Michigan Compiled Laws (abbreviated here as "Mich. Comp. Laws"), and with the Michigan Department of Licensing and Regulatory Affairs.

1. Choose a business name and check for availability

Your nonprofit corporation's name may not be the same as, or deceptively similar to, other corporate names on file with the Secretary of State (limited exceptions apply).

See the Department of Licensing and Regulatory Affairs's Name Availability resource for more information.

2. Recruit and/or appoint directors

You must have at least three directors for your nonprofit corporation.

Directors do not have to reside within the state of Michigan.

Directors may be sixteen or seventeen years old, but the nonprofit corporation then faces certain requirements on quorum and the articles of incorporation.

See Mich. Comp. Laws § 450.2501 and Mich. Comp. Laws § 450.2505 for more information.

3. Incorporate your Nonprofit Organization

You should read the general section on forming a nonprofit corporation in tandem with the steps outlined here.

a. Prepare and file articles of incorporation with the Secretary of State

Articles of Incorporation for Nonprofit Corporations explains what to include in your articles in order to qualify for 501(c)(3) tax-exempt status.

You must file your articles of incorporation with the Michigan Secretary of State.

The filing fee is $20.

Click here for a sample articles of incorporation.

See the Michigan Secretary of State's Review Procedures manual for more detailed information on how to draft an articles of incorporation.

Note that you must file an Annual Report with the Secretary of State every two years after your date of creation. The filing fee is $20, and the information required on the report is basic business information, such as the names of all officers and directors and the business's principal location.

b. Create the bylaws

There are no set criteria for the content of bylaws, but they typically set forth internal rules and procedures.

You are not required to file bylaws with the Secretary of State, but you must keep a copy at the nonprofit corporation's principal place of business.

Refer to Bylaws for Nonprofit Corporations for general information.

c. Hold an organizational meeting

See Forming a Nonprofit Corporation for details.

d. Create a Records Book

You will need a records book to store important documents concerning your nonprofit corporation.

See Mich. Comp. Laws § 450.2485 for specific information about record-keeping requirements under Michigan law.

4. Get your Employer Identification Number

Whenever you hire an employee in Michigan, you must inform both the IRS and the state of Michigan.

a. Federal

Request an Employer Identification Number ("EIN") from the IRS. This can be done via an online application.

For more on the EIN, see Forming a Nonprofit Corporation.

The IRS details all of the necessary steps to complete, including verifying work eligibility and withholding allowances certificates, in Hiring Employees.

b. State

See Michigan New Hire Reporting Center for more information.

5. Register with state offices

a. The Attorney General's office

You may need to obtain a Charitable Solicitation License from the Michigan Attorney General.

First, complete an Initial Charitable Solicitation Questionnaire and send it to the Charitable Trust Division, with a copy of your articles of incorporation, bylaws, and your IRS determination letter, if you have one.

If the Attorney General's office determines that the license is necessary, file an Application for License to Solicit Donations annually.

In general, a license is required if you raise more than $8000 per year and pay someone for fundraising services.

b. Department of Revenue

You must register for taxes using the Business Tax e-Registration website where you will find forms and instructions for all business taxes.

See the Michigan Business Taxes Registration Booklet for more information.

6. Apply for tax exemptions

Once you've incorporated as a nonprofit corporation, you can start applying for tax exemptions.

a. Federal

The IRS lists a series of questions to help you determine whether your organization is eligible for federal tax exemption.

See Applying for 501(c)(3) Tax Exemption for more information on how to apply for tax-exempt status under section 501(c)(3) of the tax code.

b. State

Once you receive your federal 501(c)(3) exemption your nonprofit corporation will automatically be exempt from the Michigan Single Business Tax (a tax that combines state corporate income taxes and certain other taxes into a single tax).

While optional, you may want to file Form C8030: Single Business Tax Notice of No SBT Return Required with the Michigan Department of Treasury.

To claim the sales exemption, give sellers/vendors a completed copy of Form: 3372: Certificate of Exemption for their records.

c. Local

See Forming a Nonprofit Corporation for details.

Jurisdiction:

Michigan

Subject Area:

Business Formation

Forming a Nonprofit Corporation in New Jersey

Here are the steps to form a nonprofit corporation in New Jersey. You should read this page in conjunction with the general section on forming a nonprofit corporation , which has additional steps listed that are applicable to all states. You should also familiarize yourself with:

Title 15A of the New Jersey Statutes (abbreviated here as "N.J. Stat.")

New Jersey Business Gateway Registry Services

The Center for Non-Profit Organizations, which has a terrific guide: Thinking of Forming a Non-Profit

1. Choose a business name and check for availability

Your nonprofit corporation's name may not be the same as, or deceptively similar to, other corporate names on file with the Secretary of State (limited exceptions apply).

The name must contain either "A New Jersey nonprofit corporation," "incorporated," or their abbreviations.

Search the Business Entity Name resource for name availability. See N.J. Stat. § 15A:2.2 for more information.

2. Recruit and/or appoint trustees

Directors are known as "trustees" in New Jersey.

You must have at least three trustees, age eighteen or older, for your nonprofit corporation.

Trustees do not have to reside within the state of New Jersey.

3. Incorporate your Nonprofit Organization

You should read the general section on forming a nonprofit corporation in tandem with the steps outlined here.

a. Prepare and file articles of incorporation (referred to as a "Certificate of Incorporation" in New Jersey)

Articles of Incorporation for Nonprofit Corporations explains what to include in your articles in order to qualify for 501(c)(3) tax-exempt status.

You must be at least eighteen years of age to incorporate in New Jersey.

You must file your articles of incorporation with the Division of Revenue.

The filing fee is $75.

A sample Certificate of Incorporation is available from the New Jersey Volunteer Lawyers for the Arts as part of their nonprofit guide for New Jersey artists and artisans (PDF). The sample Certificate appears in Appendix G to the guide at page 54. Note that this sample form is intended for an artists' organization, and might require modification to be suitable for a journalism organization.

Note that you must file an Annual Report with the Division of Revenue every year after your date of creation. The filing fee is $75, and the information required on the report is basic, such as the names of all officers and directors and the business's principal location.

b. Create the bylaws

There are no set criteria for the content of bylaws, but they typically set forth internal rules and procedures.

You are not required to file bylaws with the Secretary of State, but you must keep a copy at the nonprofit corporation's principal place of business.

Refer to Bylaws for Nonprofit Corporations for general information.

Sample bylaws are available from the New Jersey Volunteer Lawyers for the Arts as part of their nonprofit guide for New Jersey artists and artisans (PDF). The sample bylaws appear in Appendix F to the guide at page 39. Note that this sample form is intended for an artists' organization, and might require modification to be suitable for a journalism organization.

c. Hold an organizational meeting

See Forming a Nonprofit Corporation for details.

d. Create a Records Book

New Jersey law does not set forth specific record-keeping requirements for nonprofit corporations.

See records book to determine which documents of your nonprofit corporation to store at its principal place of business.

4. Get your Employer Identification Number

Whenever you hire an employee in New Jersey, you must inform both the IRS and the state of New Jersey.

a. Federal

Request an Employer Identification Number ("EIN") from the IRS. This can be done via an online application.

For more on the EIN, see Forming a Nonprofit Corporation.

The IRS details all of the necessary steps to complete, including verifying work eligibility and withholding allowances certificates, in Hiring Employees.

b. State

See New Jersey New Hire Reporting Directory for more information.

5. Register with state offices

a. The Attorney General's office

After your first fiscal year (and each year thereafter), if you have solicited more than $10,000 in donations that year or if you have paid someone for fundraising services, you must register with the New Jersey Charities Registration.

You can find forms and information about the registration process here.

The filing fee is based on the amount you have raised: $30 for amounts under $25,000 and topping off at $250 for amounts more than $500,000.

b. Department of Revenue

You must register for taxes using the New Jersey Division of Revenue Online Business Filing and Registration Service, where you will find forms and instructions for all business taxes, including corporate and employment taxes.

See Business Tax Registration Packet for more information.

6. Apply for tax exemptions

Once you've incorporated as a nonprofit corporation, you can start applying for tax exemptions.

a. Federal

The IRS lists a series of questions to help you determine whether your organization is eligible for federal tax exemption.

See Applying for 501(c)(3) Tax Exemption for more information on how to apply for tax-exempt status under section 501(c)(3) of the tax code.

b. State

Refer to the New Jersey Department of Revenue's Starting A Nonprofit Organization in New Jersey publication for information on how to apply for state tax exemptions.

c. Local

See Forming a Nonprofit Corporation for details.

Jurisdiction:

New Jersey

Subject Area:

Business Formation

Forming a Nonprofit Corporation in New York

Here are the steps to form a nonprofit corporation in New York. You should read this page in conjunction with the general section on forming a nonprofit corporation , which has additional steps listed that are applicable to all states. You should also familiarize yourself with:

Not-for-Profit Corporation Law in New York (abbreviated here as "N.Y. N.P. Corp. Law"); note that the link is to the entire code, so click on the "Not-for-Profit Corporation" link and then drill down to specific provisions

The New York Secretary of State's Guide to Forming a Not-For-Profit Corporation

1. Choose a business name and check for availability

Your nonprofit corporation's name may not be the same as, or deceptively similar to, other corporate names on file with the Department of State (limited exceptions apply).

The name of your nonprofit corporation must contain one of the following words: "Corporation," "Incorporated," "Limited," or their abbreviations. See N.Y. N.P. Corp. Law §§ 301-302 for more information on all the naming requirements.

You can search for the availability of your proposed name by writing to the Department of State, Division of Corporations, 41 State Street, Albany, NY 12231. The written inquiry should state that you wish to determine the availability of a corporate name (or names) and list the name (or names) to be searched. There is a $5 fee for each name, which must accompany the request. Searching the availability of a corporate name does not reserve the name. You may also search the New York Corporation and Business Entity Database to help you identify names that have already been taken, but this database might not be complete.

2. Recruit and/or appoint directors

You must have at least three directors, eighteen or older, for your nonprofit corporation; for exceptions see N.Y. N.P. Corp. Law §701. Directors do not have to reside within the state of New York.

3. Incorporate your Nonprofit Organization

You should read the general discussion on how to Incorporate your Nonprofit Organization in tandem with the steps outlined here.

a. Prepare and file articles of incorporation with the Department of State

Articles of Incorporation for Nonprofit Corporations explains what to include in your articles in order to qualify for 501(c)(3) tax-exempt status.

Incorporators must be at least eighteen years of age.

You must file your articles of incorporation with the Department of State's Division of Corporations.

Under New York law, Type B and Type C nonprofit corporations may be formed for 501(c)(3) purposes. Your articles of incorporation must state which type of corporation you are forming.

The filing fee is $75.

Click here for a sample articles of incorporation.

b. Create the bylaws

There are no set criteria for the content of bylaws, but they typically set forth internal rules and procedures.

You are not required to file bylaws with the Secretary of State, but you must keep a copy at the nonprofit corporation's principal place of business.

Refer to Bylaws for Nonprofit Corporations for general information.

c. Hold an organizational meeting

See Forming a Nonprofit Corporation for details.

d. Create a Records Book

You will need a records book to store important documents concerning your nonprofit corporation.

See N.Y. N.P. Corp. Law §621 for specific information about record-keeping requirements under New York law.

4. Get your Employer Identification Number

Whenever you hire an employee in New York, you must inform both the IRS and the state of New York.

a. Federal

Request an Employer Identification Number ("EIN") from the IRS. This can be done via an online application.

For more on the EIN, see Forming a Nonprofit Corporation.

The IRS details all of the necessary steps to complete, including verifying work eligibility and withholding allowances certificates, in Hiring Employees.

b. State

See New York New Hire for more information.

5. Register with state offices

a. New York Attorney General

You must register with the Charities Bureau of the Attorney General's Office.

b. New York State Department

You must also register with the New York State Tax Department for state business tax purposes.

If your business is located or does any business in New York City, see New York City Taxes.

6. Apply for tax exemptions

Once you've incorporated as a nonprofit corporation, you can start applying for tax exemptions.

a. Federal

The IRS lists a series of questions to help you determine whether your organization is eligible for federal tax exemption.

See Applying for 501(c)(3) Tax Exemption for more information on how to apply for tax-exempt status under section 501(c)(3) of the tax code.

b. State

File Form CT-247 for state franchise tax exemption.

File Form ST-119.2 for state and local sales tax exemptions. Contact the Sales Tax Information Center (1-800-698 2909) at the Tax Department for the form as it is not available online.

c. Local

See Forming a Nonprofit Corporation for details.

For those incorporating in New York City, refer to the New York City Department of Finance for property tax exemption.

Jurisdiction:

New York

Subject Area:

Business Formation

Forming a Nonprofit Corporation in North Carolina

Here are the steps to form a nonprofit corporation in North Carolina. You should read this page in conjunction with the general section on forming a nonprofit corporation , which has additional steps listed that are applicable to all states. You should also familiarize yourself with chapter 55A of the North Carolina General Statutes (abbreviated here as "N.C. Gen. Stat."), and with the North Carolina Secretary of State's Corporations Division. The division has a helpful publication: Incorporating Your Non-Profit in North Carolina, which you can download by scrolling to the section headed "Guidelines to Incorporating" and selecting the "Nonprofit Corporation".

1. Choose a business name and check for availability

Your nonprofit corporation's name may not be the same as, or deceptively similar to, other corporate names on file with the Secretary of State (limited exceptions apply).

The name must contain either " corporation," "incorporated," "company," "limited," or their abbreviations. Search for a Corporation by Name to determine name availability.

2. Recruit and/or appoint directors

You must have at least one director for your nonprofit corporation.

Directors do not have to reside within the state of North Carolina, nor to they have to be of a certain age.

3. Incorporate your Nonprofit Organization

You should read the general section on forming a nonprofit corporation in tandem with the steps outlined here.

a. Prepare and file articles of incorporation

Articles of Incorporation for Nonprofit Corporations explains what to include in your articles in order to qualify for 501(c)(3) tax-exempt status.

You must file your articles of incorporation with the North Carolina Department of the Secretary of State Corporations Division by mail or in-person delivery.

The filing fee is $60.

Click here for a sample articles of incorporation.

b. Create the bylaws

There are no set criteria for the content of bylaws, but they typically set forth internal rules and procedures.

You are not required to file bylaws with the Department of State, but you must keep a copy at the nonprofit corporation's principal place of business.

Refer to Bylaws for Nonprofit Corporations for general information.

c. Hold an organizational meeting

See Forming a Nonprofit Corporation for details.

d. Create a Records Book

You will need a records book to store important documents concerning your nonprofit corporation.

See N.C. Gen. Stat. § 55-16-01 for specific information about record-keeping requirements under North Carolina law.

4. Get your Employer Identification Number

Whenever you hire an employee in North Carolina, you must inform both the IRS and the state of North Carolina.

a. Federal

Request an Employer Identification Number ("EIN") from the IRS. This can be done via an online application.

For more on the EIN, see Forming a Nonprofit Corporation.

The IRS details all of the necessary steps to complete, including verifying work eligibility and withholding allowances certificates, in Hiring Employees.

b. State

See North Carolina New Hire Reporting for more information.

5. Register with state offices

a. N.C. Department of the Secretary of State Solicitation Licensing Section

If you solicit donations for your nonprofit, you will need to obtain a license from the Department of the Secretary of State Charitable Solicitation Licensing Section.

However, if you receive less than $25,000/year in contributions, and you do not pay officers, directors, incorporators, fundraisers, or lawyers for their services, you need not apply for the license. See N.C. Gen. Stat. § 131F-3 for more information.

The license must be renewed annually.

b. Department of Revenue

You must register for state business taxes. To do so register at any of the taxpayer service centers located throughout the State. The Department of Revenue has a directory of taxpayer service centers to help you find the most convenient location.

6. Apply for tax exemptions

Once you've incorporated as a nonprofit corporation, you can start applying for tax exemptions.

a. Federal

The IRS lists a series of questions to help you determine whether your organization is eligible for federal tax exemption.

See Applying for 501(c)(3) Tax Exemption for more information on how to apply for tax-exempt status under section 501(c)(3) of the tax code.

b. State

The North Carolina Department of Revenue has an informative guide on State Taxation and Non-profit Organizations to help you apply for appropriate state tax exemptions.

c. Local

See Forming a Nonprofit Corporation for details.

Jurisdiction:

North Carolina

Subject Area:

Business Formation

Forming a Nonprofit Corporation in Ohio

Here are the steps to form a nonprofit corporation in Ohio. You should read this page in conjunction with the general section on forming a nonprofit corporation , which has additional steps listed that are applicable to all states. You should also familiarize yourself with:

Chapter 1702 of the Ohio Revised Code (abbreviated here as "Ohio Rev. Code"), The Ohio Secretary of State's Business Services, and The Legal Information for Nonprofit Corporations created by the Ohio State Bar Foundation and the Ohio Association of Nonprofit Organizations.

1. Choose a business name and check for availability

Your nonprofit corporation's name may not be the same as, or deceptively similar to, other corporate names on file with the Secretary of State (limited exceptions apply).

Search the Ohio corporate filings database to determine name availability.

2. Recruit and/or appoint directors

You must have at least three directors for your nonprofit corporation.

Directors do not have to reside within Ohio, nor do they have to be of a certain age.

The Ohio Attorney General has a Guide for Board Members which explains the duties and responsibilities that directors owe to a nonprofit organization.

3. Incorporate your Nonprofit Organization

You should read the general section on forming a nonprofit corporation in tandem with the steps outlined here.

a. Prepare and file articles of incorporation with the Secretary of State

Articles of Incorporation for Nonprofit Corporations explains what to include in your articles in order to qualify for 501(c)(3) tax-exempt status.

You must file your articles of incorporation with the Ohio Secretary of State. Use Form 532.

The filing fee is $125.

b. Create the bylaws

There are no set criteria for the content of bylaws, but they typically set forth internal rules and procedures.

You are not required to file bylaws with the Secretary of State, but you must keep a copy at the nonprofit corporation's principal place of business.

Refer to Bylaws for Nonprofit Corporations for general information.

c. Hold an organizational meeting

See Forming a Nonprofit Corporation for details.

d. Create a Records Book

You will need a records book to store important documents concerning your nonprofit corporation. See Ohio Rev. Code § 1702-15 for specific information about record-keeping requirements under Ohio law.

4. Get your Employer Identification Number

Whenever you hire an employee in Ohio, you must inform both the IRS and the state of Ohio.

a. Federal

Request an Employer Identification Number ("EIN") from the IRS. This can be done via an online application.

For more on the EIN, see Forming a Nonprofit Corporation. The IRS details all of the necessary steps to complete, including verifying work eligibility and withholding allowances certificates, in Hiring Employees.

b. State

See Ohio New Hire Reporting Center for more information.

5. Register with state offices

a. Ohio Attorney General

Before engaging in any solicitation activities you must register with the Attorney General by filing the Charitable Organization Registration Form.

See Charitable Organization Information Network to register online.

Refer to the Attorney General's Information Sheet for more information.

The filing fee depends on the nonprofit corporation's estimated contributions for the coming year.

The fee is waived for nonprofit corporations with estimates less than $25,000. The filing fee is $50 those with estimates between $25,000 and $100,000.

Additionally, if you have solicited more than $5,000 in the previous year, you will also need to file a Verification of Filing with the IRS Form with the Attorney General on an annual basis. (You can also file the form via the Charitable Organization Information Network).

b. Department of Revenue

You must register for state business taxes. The Ohio Business Gateway has information on your nonprofit corporation's tax responsibilities.

6. Apply for tax exemptions

Once you've incorporated as a nonprofit corporation, you can start applying for tax exemptions.

a. Federal

The IRS lists a series of questions to help you determine whether your organization is eligible for federal tax exemption.

See Applying for 501(c)(3) Tax Exemption for more information how to apply for tax-exempt status under section 501(c)(3) of the tax code.

b. State

The Secretary of State's Legal Guide for Nonprofit Organizations provides information on how to obtain corporate income, sales, and property tax exemptions for your nonprofit corporation.

c. Local

See Forming a Nonprofit Corporation for details.

Jurisdiction:

Ohio

Subject Area:

Business Formation

Forming a Nonprofit Corporation in Pennsylvania

Here are the steps to form a nonprofit corporation in Pennsylvania. You should read this page in conjunction with the general section on forming a nonprofit corporation, which has additional steps listed that are applicable to all states. You should also familiarize yourself with:

Title 15, chapters 51-59 of the Pennsylvania Consolidated Statutes (abbreviated here as "Pa. Cons. Stat."); note that the link is to the entire Pennsylvania code, so choose Title 15, Part II, Subpart C to start browsing

The Pennsylvania Department of State's Corporations Bureau

The Pennsylvania Association of Nonprofit Organizations' Resources for New Nonprofits

1. Choose a business name and check for availability

Your nonprofit corporation's name may not be the same as, or deceptively similar to, other corporate names on file with the Secretary of State (limited exceptions apply).

While no terms are required for the name, there are prohibited terms.

See 15 Pa. Cons. Stat. § 5303 for more information (choose Title 15, Part II, Subpart C, Article B, Chapter 53, Subchapter A, § 5303).

See the Name Availabilities resource at the Corporations Bureau for more information.

2. Recruit and/or appoint directors

You must have at least one director.

Directors must be at least eighteen or older.

Directors need not be residents of Pennsylvania unless the articles of incorporation or bylaws require otherwise.

3. Incorporate your Nonprofit Organization

You should read the general section on forming a nonprofit corporation in tandem with the steps outlined here.

a. Prepare and file articles of incorporation with the Secretary of State

Articles of Incorporation for Nonprofit Corporations explains what to include in your articles in order to qualify for 501(c)(3) tax-exempt status.

You must be at least age eighteen to be an incorporator in Pennsylvania.

The Pennsylvania Department of State's website provides a fill-in-the-blank form for articles of incorporation.

The filing fee is $125.

Note that you will have to file an Annual Report with the Department of State by April 30th each year. There is no fee to file this report.

b. File a Docketing Statement

When you file articles of incorporation, you must also file a Docketing Statement with the Department of State.

The docketing statement contains only basic information like the name and type of business organization and a description of business activities.

There is no fee to file this form.

c. Fulfill the Commonwealth of Pennsylvania's "advertising requirement"

You must also publish a statement of your intent to file or the actual filing of the articles of incorporation in two newspapers of general circulation, one of which is a legal journal.

The Department of State's website has a Geographical Listing of Legal Publications to help you find a legal journal in your county.

You will not need to send proof of advertising to the Department of State, but you should file the proof with the minutes of the corporation.

The advertisements must contain the name of the proposed corporation and a statement that the corporation is to be or has been organized under the provisions of the Pennsylvania Nonprofit Corporation Law (15 Pa. Cons. Stat. §§ 5301 et seq.).

d. Create the bylaws

There are no set criteria for the content of bylaws, but they typically set forth internal rules and procedures.

You are not required to file bylaws with the Secretary of State, but you must keep a copy at the nonprofit corporation's principal place of business.

e. Hold an organizational meeting

See Forming a Nonprofit Corporation for details.

f. Create a Records Book

Pennsylvania law does not set forth specific record-keeping requirements for nonprofit corporations.

Refer to Corporate Records Book for Nonprofit Corporations to determine which documents of your nonprofit corporation to store at its principal place of business.

4. Get your Employer Identification Number

Whenever you hire an employee in Pennsylvania, you must inform both the IRS and the Commonwealth of Pennsylvania.

a. Federal

Request an Employer Identification Number ("EIN") from the IRS. This can be done via an online application.

For more on the EIN, see Forming a Nonprofit Corporation.

The IRS details all of the necessary steps to complete, including verifying work eligibility and withholding allowances certificates, in Hiring Employees.

b. State

See Pennsylvania New Hire Reporting Website for more information.

5. Register with state offices

a. Pennsylvania Attorney General

If your organization receives more than $25,000 in contributions in a year or if your organization compensates any person for solicitation activities, you must register with the Department of State Bureau of Charities.

Registration must be performed within 30 days of receiving more than $25,000 as long as the nonprofit corporation's program service revenue does not equal or exceed $5,000,000.

b. Department of Revenue

Register for taxes at the Commonwealth of Pennsylvania's Online PA-100 Tax Registration system.

6. Apply for tax exemptions

Once you've incorporated as a nonprofit corporation, you can start applying for tax exemptions.

a. Federal

The IRS lists a series of questions to help you determine whether your organization is eligible for federal tax exemption.

See Applying for 501(c)(3) Tax Exemption for more information on how to apply for tax-exempt status under section 501(c)(3) of the tax code.

b. State

File Form REV-72 with the Pennsylvania Department of Revenue, Tax Forms Service Unit.

c. Local

See Forming a Nonprofit Corporation for details.

Jurisdiction:

Pennsylvania

Subject Area:

Business Formation

Forming a Nonprofit Corporation in Texas

Here are the steps to form a nonprofit corporation in Texas. You should read this page in conjunction with the general section on forming a nonprofit corporation , which has additional steps listed that are applicable to all states. You should also familiarize yourself with: Title 2, Chapter 22 of the Texas Business Organizations Code (abbreviated here as "Texas Bus. Orgs. Code"). The Texas Secretary of State's page on Nonprofit Organizations and Nonprofit FAQs may also be useful.

1. Choose a business name and check for availability

Your nonprofit corporation's name may not be the same as, or deceptively similar to, other corporate names on file with the Secretary of State (limited exceptions apply).

The Texas Secretary of State can provide a preliminary determination of business name availability. Call (512) 463-5555, dial 7-1-1 for relay services, or e-mail your name inquiry to corpinfo@sos.state.tx.us.

2. Recruit and/or appoint directors

You must have at least three directors for your nonprofit corporation.

Directors do not have to reside within Texas, nor do they have to be of a certain age.

3. Incorporate your Nonprofit Organization

You should read the general section on forming a nonprofit corporation in tandem with the steps outlined here.

a. Prepare and file articles of incorporation with the Secretary of State

Articles of Incorporation for Nonprofit Corporations explains what to include in your articles in order to qualify for 501(c)(3) tax-exempt status.

Use Form 202: Certificate of Formation for a Nonprofit Corporation to create your articles of incorporation.

You must file 2 copies of Form 202 with the Secretary of State.

The filing fee is $25.

Click here for a sample articles of incorporation.

Note that you will have to file a periodic report with the Office of the Secretary of State every four years after incorporation.

b. Create the bylaws

There are no set criteria for the content of bylaws, but they typically set forth internal rules and procedures.

You are not required to file bylaws with the Secretary of State, but you must keep a copy at the nonprofit corporation's principal place of business.

Refer to Bylaws for Nonprofit Corporations for general information.

c. Hold an organizational meeting

See Forming a Nonprofit Corporation for details.

d. Create a Records Book

You will need a records book to store important documents concerning your nonprofit corporation.

See Texas Bus. Orgs. Code § 3.151 and Texas Bus. Orgs. Code § 22.352 for specific information about record-keeping requirements under Texas law.

4. Get your Employer Identification Number

Whenever you hire an employee in Texas, you must inform both the IRS and the state of Texas.

a. Federal

Request an Employer Identification Number ("EIN") from the IRS. This can be done via an online application.

For more on the EIN, see Forming a Nonprofit Corporation.

The IRS details all of the necessary steps to complete, including verifying work eligibility and withholding allowances certificates, in Hiring Employees.

b. State

Refer to the Texas Employer Portal for more information.

5. Register with the Department of Revenue

You must register for taxes online using the Texas Employer Portal.

6. Apply for tax exemptions

Once you've incorporated as a nonprofit corporation, you can start applying for tax exemptions.

a. Federal

The IRS lists a series of questions to help you determine whether your organization is eligible for federal tax exemption.

See Applying for 501(c)(3) Tax Exemption for more information on how to apply for tax-exempt status under section 501(c)(3) of the tax code.

b. State

Submit Form AP-204, Application for Exemption to the Comptroller of Public Accounts for state income tax exemption.

Refer to the Texas Comptroller of Public Accounts' Guidelines to Texas Tax Exemptions for more information.

c. Local

See Forming a Nonprofit Corporation for details.

Jurisdiction:

Texas

Subject Area:

Business Formation

Forming a Nonprofit Corporation in Virginia

In Virginia a nonprofit corporation is known as a nonstock corporation. Here are the steps to form a nonstock corporation in Virginia. You should read this page in conjunction with the general section on forming a nonprofit corporation , which has additional steps listed that are applicable to all states. You should also familiarize yourself with Title 13.1, Chapter 10 of the Virginia Code (abbreviated here as "Va. Code"), and with the Business section of the Commonwealth of Virginia.

1. Choose a business name and check for availability

Your nonstock corporation's name may not be the same as, or deceptively similar to, other corporate names on file with the Secretary of State (limited exceptions apply).

You can check the availability of a corporate name by contacting the Clerk's Office of the Virginia State Corporation Commission at (804) 371-9733 or (866) 722-2551.

2. Recruit and/or appoint directors

You must have at least one director for your nonstock corporation.

Directors do not have to reside within the Commonwealth of Virginia, nor do they have to be of a certain age.

3. Incorporate your Nonstock Organization

You should read the general section on forming a nonprofit corporation in tandem with the steps outlined here.

a. Prepare and file articles of incorporation with the Secretary of State

Articles of Incorporation for Nonprofit Corporations explains what to include in your articles in order to qualify for 501(c)(3) tax-exempt status.

You must file your articles of incorporation with the Office of the Clerk at the State Corporation Commission.

The filing fee is $75.

Click here for a sample articles of incorporation.

An Annual Assessment Packet will be mailed to your registered agent every year. You will need to complete the Annual Report form in the packet and send it back to the State Corporation Commission with the annual registration fee of $25.

b. Create the bylaws

There are no set criteria for the content of bylaws, but they typically set forth internal rules and procedures.

You are not required to file bylaws with the Secretary of State, but you must keep a copy at the nonstock corporation's principal place of business.

Refer to Bylaws for Nonprofit Corporations for general information.

c. Hold an organizational meeting

See Forming a Nonprofit Corporation for details.

d. Create a Records Book

You will need a records book to store the important documents of your nonstock corporation.

See Va. Code § 13.1-932 for specific information about record-keeping requirements under Virginia law.

4. Get your Employer Identification Number

Whenever you hire an employee in Virginia, you must inform both the IRS and the Commonwealth of Virginia.

a. Federal

Request an Employer Identification Number ("EIN") from the IRS. This can be done via an online application.

For more on the EIN, see Forming a Nonprofit Corporation.

The IRS details all of the necessary steps to complete, including verifying work eligibility and withholding allowances certificates, in Hiring Employees.

b. State

You must apply for an account number with the Virginia Employment Commission.

See the Employer Services section of the Virginia Employment Commission website for more information.

5. Register with state offices

a. Virginia Department of Agriculture and Consumer Services

Before engaging in fundraising activities, you must register with the Division of Consumer Protection at the Virginia Department of Agriculture and Consumer Services.

To register, file Form 102: Registration Statement for a Charitable Organization with the Division of Consumer Protection.

b. Department of Revenue

Register for your state business taxes at the Department of Revenue's Online Services for Businesses.

6. Apply for tax exemptions

Once you've incorporated as a nonstock corporation, you can start applying for tax exemptions.

a. Federal

The IRS lists a series of questions to help you determine whether your organization is eligible for federal tax exemption.

See Applying for 501(c)(3) Tax Exemption for more information on how to apply for tax-exempt status under section 501(c)(3) of the tax code.

b. State

The Virginia Department of Revenue has an informative guide to Virginia New Hire Reporting Website to help you apply for the appropriate state tax exemptions. Refer to the Nonprofit Online FAQs for information on sales and use tax exemption.

c. Local

See Forming a Nonprofit Corporation for details.

Jurisdiction:

Virginia

Subject Area:

Business Formation

Forming a Nonprofit Corporation in Washington

Here are the steps to form a nonprofit corporation in Washington. You should read this page in conjunction with the general section on forming a nonprofit corporation , which has additional steps listed that are applicable to all states. You should also familiarize yourself with Title 24 of the Revised Code of Washington (abbreviated here as "Wash. Rev. Code"), and with the Washington Department of Revenue's guide: Information on Washington's Tax Structure for Non-Profit Organizations.

1. Choose a business name and check for availability

Your nonprofit corporation's name may not be the same as, or deceptively similar to, other corporate names on file with the Secretary of State (limited exceptions apply).

The name must not contain either "incorporated," "company," "limited," or their abbreviations. See Wash. Rev. Code § 24.03.045 for more information.

Use the Washington Secretary of State's Corporations search system to determine name availability.

2. Recruit and/or appoint directors

You must have at least one director for your nonprofit corporation.

Directors do not have to reside within the state of Washington, nor to they need to be of a certain age.

3. Incorporate your Nonprofit Organization

You should read the general section on forming a nonprofit corporation in tandem with the steps outlined here.

a. Prepare and file articles of incorporation with the Secretary of State

Articles of Incorporation for Nonprofit Corporations explains what to include in your articles in order to qualify for 501(c)(3) tax-exempt status.

You must be eighteen to be an incorporator in the state of Washington. You must file your articles of incorporation with the Secretary of State.

Washington uses a simplified fill-in-the-box application for filing articles of incorporation.

The filing fee is $30.

b. Create the bylaws

There are no set criteria for the content of bylaws, but they typically set forth internal rules and procedures.

You are not required to file bylaws with the Secretary of State, but you must keep a copy at the nonprofit corporation's principal place of business.

Refer to Bylaws for Nonprofit Corporations for general information.

c. Hold an organizational meeting

See Forming a Nonprofit Corporation for details.

d. Create a Records Book

You will need a records book to store important documents concerning your nonprofit corporation.

See Wash. Rev. Code § 24.03.135 for specific information about record-keeping requirements under Washington state law.

4. Get your Employer Identification Number

Whenever you hire an employee in Washington, you must inform both the IRS and the state of Washington.

a. Federal

Request an Employer Identification Number ("EIN") from the IRS. This can be done via an online application.

For more on the EIN, see Forming a Nonprofit Corporation.

The IRS details all of the necessary steps to complete, including verifying work eligibility and withholding allowances certificates, in Hiring Employees.

b. State

You must file a Master Business Application with the Department of Licensing.

This form registers the nonprofit corporation for taxes as well.

The filing fee is $20.

Once registered, you will receive a packet from the Department of Revenue that will contain a letter with your Unified Business Identifier ("UBI") and a Business Tax Guide.

See Washington New Hire Reporting Website for more information.

5. Register with the Secretary of State's Charities Division

If you plan to solicit donations from the public, you must register with the Secretary of State's Charities Division.

You can register online using the Charities Registration Forms page.

The initial registration fee is $20.

If you solicit more than $25,000 in a year or pay any person to conduct solicitation activities, you must renew this registration annually. The renewal fee is $10.

6. Apply for tax exemptions

Once you've incorporated as a nonprofit corporation, you can start applying for tax exemptions.

a. Federal

The IRS lists a series of questions to help you determine whether your organization is eligible for federal tax exemption.

See Applying for 501(c)(3) Tax Exemption for more information on how to apply for tax-exempt status under 501(c)(3) of the tax code.

b. State

Washington has no state income tax.

However, nonprofit corporations are liable for business and occupation taxes.

See the Department of Revenue's Nonprofit Organizations brochure for information on how to apply for applicable state tax exemptions.

c. Local

See Forming a Nonprofit Corporation for details.

Jurisdiction:

Virginia

Subject Area:

Business Formation

Forming a Nonprofit Corporation in the District of Columbia

Here are the steps to form a nonprofit corporation in the District of Columbia. You should read this page in conjunction with the general section on forming a nonprofit corporation which has additional steps listed that may be applicable to the District. You should also familiarize yourself with:

Title 29, Chapter 3 of the District of Columbia's Annotated Code

The District of Columbia's Business Resource Center

1. Choose a business name and check for availability

Your nonprofit's name may not be the same as, or deceptively similar to, other corporate names on file with the Secretary of State (limited exceptions apply).

See Name Availability at the D.C. Department of Consumer & Regulatory Affairs for more details.

2. Recruit and/or appoint directors

You must have at least three directors for your nonprofit corporation.

Directors do not have to reside within the District of Columbia, nor do they have to be of a certain age.

See D.C. Code Ann. §§ 29-301.18 - 301.23 for more information.

3. Incorporate your Nonprofit Organization

You should read the general section on forming a nonprofit corporation in tandem with the steps outlined here.

a. Prepare and file articles of incorporation with the Secretary of State

You must have at least three incorporators, age eighteen or older, to form a nonprofit corporation in D.C.

Click here here to see a sample articles of incorporation for a D.C. nonprofit corporation.

The articles of incorporation must be filed with the Department of Consumer and Regulatory Affairs.

The filing fee is $70.

b. Create the bylaws

There are no set criteria for the content of bylaws, but they typically set forth internal rules and procedures.

Refer to Bylaws for Nonprofit Corporations and the D.C. Business Resource Portal for general information; for specific information see D.C. Code Ann. § 29-301.13.

You are not required to file bylaws with the Secretary of State, but you must keep a copy at the nonprofit corporation's principal place of business.

c. Hold an organizational meeting

See Forming a Nonprofit Corporation for details.

d. Create a Records Book

You will need a records book to store important documents concerning your nonprofit corporation. See D.C. Code Ann. § 29-301.26 for specific information about record-keeping requirements under Washington D.C. law.

4. Get your Employer Identification Number

Request an Employer Identification Number ("EIN") from the IRS. This can be done via an online application.

For more on the EIN, see Forming a Nonprofit Corporation.

The IRS details all of the necessary steps to complete, including verifying work eligibility and withholding allowances certificates, in Hiring Employees.

5. Register with the necessary government offices

a. Department of Consumer & Regulatory Affairs

If you intend on engaging in charitable solicitation activities (fund-raising, grants, donations, etc.), you must obtain a Basic Business License.

To obtain an application for this license, email the BBL Info Center (bbl.infocenter@dc.gov) or calling them at (202) 442-4311.

The filing fee is $253.

b. Office of Tax and Revenue

Use the FR-500 Combined Business Tax Registration service to register with the District of Columbia for tax purposes.

The service will inform you about your tax responsibilities and how to meet them.

6. Apply for tax exemptions

All business entities are taxed in a variety of different ways. Once you've incorporated as a nonprofit corporation, you can start applying for tax exemptions.

a. Local

The D.C. Business portal recommends that you file for D.C. tax exempt status before getting your federal exemption because your exempt status starts on the date you file.

However, you will not actually be granted D.C. tax exemption until the IRS approves your federal application.

You will need to file Form FR-164 to apply for tax exemptions from the District.

b. Federal

The IRS lists a series of questions to help you determine whether your organization is eligible for federal tax exemption.

See Applying for 501(c)(3) Tax Exemption for more information on how to apply for tax-exempt status under section 501(c)(3) of the tax code.

7. Obtain a Basic Business License

If you intend to engage in charitable solicitation activities (fundraising, grants, donations, etc.), you must obtain a Basic Business License.

Contact the BBL Info Center (email: bbl.infocenter@dc.gov; phone: (202) 442-4311) for information on how to apply for the license.

8. Other Notable Requirements

You must file a Two-Year Report with the Department of Consumer and Regulatory Affairs every two years. Note that the first such report is due April 1st of the first year after formation, with each subsequent report filed every two years thereafter.

This report requires basic business information, such as the name of the corporation, the address of its principal office, the nature of its business affairs, and the names of high-level managers.

The filing fee is $75.

For other informational returns that you may have to file on a routine basis, refer to the D.C. Business Resource Center's Report Requirement and Deadline Generator.

Jurisdiction:

District of Columbia

Subject Area:

Business Formation