Corporate Records for Nonprofit Corporations [1]

In addition to the two major "constitutional" documents (the articles of incorporation [2] and the bylaws [3]), nonprofit corporations are required to keep copies of a number of other records relating to the organization, finances, and ownership of the business.

State record-keeping requirements vary. You can find links to your state's specific record-keeping requirements in State Law: Forming a Nonprofit Corporation [4]. However, as a matter of best practice you should keep copies the following documents in the nonprofit corporation's principal office (where it is operating on a day-to-day basis) and on file with the nonprofit corporation's registered agent (this latter step is applicable only if the nonprofit corporation is incorporated in a state other than where it does business):

• the articles of incorporation and any amendments


• the nonprofit corporation's bylaws and any older versions used in the three most recent years


• minutes from board of directors meetings for the three most recent years


• records of all actions taken by directors without a meeting for the three most recent years


• a list of the full names and last known addresses of all past and present directors


• a list of the full names and last known addresses of all past and present officers


• financial records, including federal, state, and local tax returns and reports, for the three most recent years


• annual or biennial reports or statements of information filed with the state for the three most recent years


• any other documents filed with the state

These requirements are in addition to the tax obligations for all small businesses. For more information, see the Tax Obligations of Small Businesses [5] section and the IRS guide Publication 583 (1/2007), Starting a Business and Keeping Records [6].