Step 2: File Your Articles of Incorporation

Nonprofit Articles of Incorporation

Within your articles you will be officially declaring your organizations name, location, purpose, initial directors and more.

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It can take a couple weeks to get your incorporation papers. So, while you wait, it is a great time to get started on your website. Getting online will help with fundraising and can never be done too soon!

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Your articles of incorporation are one of your organizations guiding documents (along with your bylaws and policies). Within your articles you will be officially declaring your organizations name, location, purpose, initial directors and more. Articles of incorporation typically get filed with your state’s Secretary of State office.

How to write nonprofit articles of incorpotationThe general provisions that must be included in your articles of incorporation are similar in every state. Though, some states require that you mail in a hard copy, that your use their official form(s) or that you use special forms based on your nonprofits purpose. Visit the state nonprofit links map to see if any of these requirements apply to you.

Federal Tax Exempt Status

Your articles of incorporation must be filed with your state prior to applying for federal 501.c.3 status. The IRS requires specific language to be included in your articles of incorporation for those intending to apply for federal tax exempt status. This language is explained later in this article.

Getting Ready to Start

Your articles of incorporation are a legal document that take time to develop. I encourage you to research this task thoroughly and, if necessary, seek the help of a lawyer. In the end, if you do make a mistake you can always amend or restate you articles of incorporation. But it is obviously better to take your time and do it right the first time.

OK. So let’s get into the nitty-gritty of creating your articles of incorporation. Below is a sample “Articles of Incorporation” for a typical nonprofit. Keep in mind that most states do not require that you format your document in a specific way (meaning you don’t have to use a specific font or align your test a certain way), but it is worth checking with your filing office to be sure your documents meet any requirements.

ARTICLES OF INCORPORATION
OF
YOUR NONPROFIT NAME

The undersigned incorporators, who are individuals 18 years of age or older, a majority of whom are citizens of the United States and pursuant to the nonprofit corporation laws of this state, hereby adopt the following Articles of Incorporation.

ARTICLE I. NAME

The name of this corporation is: ____________________________________.

ARTICLE II. REGISTERED OFFICE

The physical address of the registered office for this corporation is at: _____________________, ______, ____________.
This is required by most states and can be amended, if need be, at a later date.

ARTICLE III. REGISTER AGENT

The name and address of the initial register agent is: ______________, _________________________.
The registered agent is your organizations representative (or the public face of your organization). They are responsible for receiving legal and corporate documents on behalf of your organization. Anyone can be the registered agent. Many organizations appoint a board member or their Executive Director to this position. Some corporations choose to have a lawyer as their registered agent. The registered agent can (and most likely will) be changed throughout your organizations existence.

ARTICLE IV. DURATION

The period of duration is: Perpetual
This means that the organization will continue to exist even if the directors, officers and/or members change over the years.

ARTICLE V. PURPOSE

The specific purpose of this corporation is:

  • purpose one _______________________________;
  • purpose two ________________________________;
  • purpose three _______________________________; and
  • etc.

This is your statement of specific purpose typically requested by your secretary of state. You may also need to declare your NAICS code (North American Industry Classification System). You can learn more about NAICS codes and find what NAICS code best describes your organization at www.census.gov.

This corporation is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
Important. This statement is a requirement for federal tax exempt status. See the IRS Suggested Language for Corporations.

ARTICLE V. INITIAL DIRECTORS

The number of directors, and the method of selecting directors, shall be fixed by the Bylaws of this corporation. The initial directors shall be three (3) in number. The names and addresses of these initial directors are as follows:

  • John Jones, 123 Main St., Harbor City, OH 44123
  • Betty Smith, 321 Front St, Harbor City, OH 44123
  • Alex Doe, 888 Noble Lane, Harbor City, OH 44123

This is your acting board of directors until your hold your first meeting. At which point you will select your board of directors as well as your officers (president, vice president, treasurer, etc). Most states require you to have a minimum number of initial directors on your board. Check your secretary of state webpage for more information.

ARTICLE VI. MEMBERS

The classes, rights, privileges, qualifications, and obligations of members of this corporation are determined by the bylaws of this corporation.
If your organization will not have members, you can simply state, “This corporation does not have members” for this article.

ARTICLE VII. INCORPORATORS

The name and address of the incorporators of this corporation are:

  • John Jones, 123 Main St., Harbor City, OH 44123
  • Betty Smith, 321 Front St, Harbor City, OH 44123
  • Susan Doe, 888 Noble Lane, Harbor City, OH 44123

The incorporator(s) is/are basically the people who are founding your organization. The incorporator(s) is/are typically required to sign the articles of incorporation, though some states require the initial directors to sign.

ARTICLE VIII. ADDITIONAL PROVISIONS

  1. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof.
  2. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
  3. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
    This language is required by the IRS to obtain tax exempt status. The IRS also advises: “If reference to federal law in articles of incorporation imposes a limitation that is invalid in your state, you may wish to substitute the following for the last sentence of the preceding paragraph: “Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.” See the IRS Suggested Language for Corporations.
  4. No member, officer, or director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officers, or directors be subject to the payment of the debts or obligations of this corporation.

ARTICLE IX. DISSOLUTION

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
This language is required by the IRS to obtain tax exempt status.

IN WITNESS WHEREOF, we the undersigned, being the Incorporators of [name of nonprofit] executed these Articles of Incorporation on _____________________, 20___.

_____________________________________________

Type Name Here, Incorporator

 

___________________________________________

Type Name Here, Incorporator

 

___________________________________________

Type Name Here, Incorporator

Sample Articles of Incorporation

Feel free to cut-and-paste any of this wording into your own articles of incorporation. You can also download this sample document (without and without the commentary notes). Downloads:

Congratulations on creating your Articles of Incorporation! Now you are ready to submit your articles to your secretary of state. Read on for some filing tips.

File Your Articles of Incorporation

Now that you have completed your Articles of Incorporation you are ready to send them to your state filing office (in most cases this is your secretary of state.) Be sure to check the filing requirements for your state. Some may want you to submit your articles electronically, others may ask for multiple copies, etc.

When you send in your incorporation paperwork you should also include:Mail your Nonprofit Articles of Incorporation

  • A check covering all incorporating fees
  • Addition copies of your articles, if required
  • A simple cover letter(In this letter you will want to state that you are filing your articles of incorporation, whether you reserved a corporate name (along with the reservation number), the amount of the check enclosed and any other instructions that you are following.)

It may take your filing office several weeks to reply to you. Be sure to include all your contact information in your cover letter so that you can be reached in case of questions. Once your paper work has been processed the filing office will send you notification of your incorporation and most likely a certificate of incorporation with your state seal on it. Very cool.

Note: At this point you will be incorporated as a nonprofit. This does not mean you qualify for tax exemptions. Nor does this guarantee that donations to your organization are tax deductible. There are still several steps left to take before you become a tax exempt/tax deductible nonprofit. So let’s move on to: Step Three – Prepare Your Bylaws.

It can take a couple weeks to get your incorporation papers. So, while you wait, it is a great time to get started on your website. Getting online will help with fundraising and can never be done too soon!

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