Nonprofit 501(c)(3) articles of incorporation sample, how to write one
The following is one of the main parts of your organizational documents. By incorporating your entity, you are giving the minimal information needed to the state to form the entity, but the IRS doesn’t care about your state. This is extremely important: You need to draft a complete Articles of Incorporation with specific legal languages, and that’s what the IRS accepts. Your state version is only for the state. This is an exact draft from one of the organizations I founded, Transcontinental Humanitarian Corp. Although this organization is formed to combat extreme poverty and malnutrition, this document can be easily adapted to any form of organization.
Before you start preparing this document, download the sample layouts by clicking on the button below. I have prepared a sample document page for you that you can use for all your nonprofit organization documents with explanations and useful tips. There are three documents in the zip file which should cover all versions of Microsoft Word and Open Office. Choose the appropriate version and modify it to your needs.
NOTE: If you’d like to receive the three major documents, (Articles of Incorporation, Bylaws, and Conflict of Interest Policy) in Microsoft Word Document format, please consider making a donation and you’ll get to download them immedietly. This will save you weeks of copy pasting and formatting as they are ready to go templates which only need changing names and addresses.
If you have not incorporated yet and this is your first time, you need to submit the full Articles of Incorporation along with the State form to your State. If you have already incorporated, you need to amend your actual Articles of Incorporation and when you send your package to the IRS, you need to include both. When you get approved, you submit your amended Articles of Incorporation to the State along with the rest of your document to become tax exempt on State level as well. Before getting your determination letter, there is no need to resubmit your amended Articles of Incorporation to the State. Just make sure to name this new document “Amended Articles of Incorporation”.
ARTICLES OF INCORPORATION
The name of this corporation shall be (Nam of the corporation) The business of the corporation may be conducted as (Nam of the corporation or other names) or (Nam of the corporation).
The period of duration of the corporation is perpetual.
(Nam of the corporation) is a non-profit corporation and shall operate exclusively for educational and charitable purposes within the meaning of Section 501 (c)(3) of the Internal Revenue Code, or the corresponding section of any future Federal tax code. (Nam of the corporation)’s purpose is to (the purpose).
Sample purpose in detail: We provide education by giving free lectures and slideshows titled “The World Hunger Exhibition,” in schools, libraries, and other public venues as well as utilizing social media channels and the corporation’s website to provide facts, statistics, and other related data on causes, current efforts and solutions to eradicating chronic malnutrition and hunger.
Our programs include sending out ambassadors to raise social consciousness about the cause on a local and global level, and to hold fundraising events in order to provide immediate relief and assistance to those suffering from chronic malnutrition and hunger regardless of their race, ethnicity, or religion.
To maximize our impact on current efforts, we may seek to collaborate with other non-profit organizations which fall under the 501(c) (3) section of the internal revenue code and are operated exclusively for educational and charitable purposes.
At times, per the discretion of the board of directors, we may provide internships or volunteer opportunities which will provide opportunities for involvement in said activities and programs in order to have a greater impact for change.
3.02 Public Benefit
(Nam of the corporation) is designated as a public benefit corporation.
4.01 Non-profit Nature
(Nam of the corporation) is organized exclusively for charitable and educational 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 corresponding section of any future federal tax code. No part of the net earnings of (Nam of the corporation) shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.
Notwithstanding any other provision of this document, the corporation shall not carry on any other activities not permitted to be carried on (a) by any organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code, corresponding section of any future federal tax code, or (b) by an organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.
(Nam of the corporation) is not organized and shall not be operated for the private gain of any person. The property of the corporation is irrevocably dedicated to its educational and charitable purposes. No part of the assets, receipts, or net earnings of the corporation shall inure to the benefit of, or be distributed to any individual. The corporation may, however, pay reasonable compensation for services rendered, and make other payments and distributions consistent with these Articles.
4.02 Personal Liability
No officer or director of this corporation shall be personally liable for the debts or obligations of (Nam of the corporation) of any nature whatsoever, nor shall any of the property or assets of the officers or directors be subject to the payment of the debts or obligations of this corporation.
Upon termination or dissolution of the (Nam of the corporation), any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the Internal Revenue Code of 1986 (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.
The organization to receive the assets of the (Nam of the corporation) hereunder shall be selected by the discretion of a majority of the managing body of the (Nam of the corporation)and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against the (Nam of the corporation) by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Montana.
In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to this corporation, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Montana to be added to the general fund.
4.03 Prohibited Distributions
No part of the net earnings, or properties of this corporation, on dissolution or otherwise, shall inure to the benefit of, or be distributable to, its members, directors, officers or other private person or individual, 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 III, Section 3.01.
4.04 Restricted Activities
No substantial part of the corporation’s activities shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene (including the publishing or distribution of statements) in any political campaign on behalf of or in opposition to any candidate for public office.
4.05 Prohibited Activities
Notwithstanding any other provision of these Articles, the corporation shall not carry on any activities not permitted to be carried on (I) by a corporation exempt from federal income tax as an organization described by Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (II) 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.
BOARD OF DIRECTORS
(Nam of the corporation) shall be governed by its board of directors.
5.02 Initial Directors
The initial directors of the corporation shall be (Name of directors here)
(Nam of the corporation) shall have no members. The management of the affairs of the corporation shall be vested in a board of directors, as defined in the corporation’s bylaws.
Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board of directors.
ADDRESSES OF THE CORPORATION
8.01 Corporate Address
The physical address of the corporation is:
(Corporate Address Here)
The mailing address of the corporation is:
(Mailing Address Here)
Appointment of registered agent
9.01 Registered Agent
The registered agent of the corporation shall be:
(Name of the registered agent with address)
The incorporators of the corporation are as follow:
(Name of incorporator(s) with address)
Certificate of Adoption of Articles of Incorporation
We, the undersigned, do hereby certify that the above stated Articles of Incorporation of (Nam of the corporation) were approved by the board of directors on (Date and day) and constitute a complete copy of Articles of Incorporation of the (Nam of the corporation).
Names, addresses and signatures of all directors and incorporators.
Acknowledgment of consent to appointment as registered agent
I, (name), agree to be the registered agent for (Nam of the corporation) as appointed herein.
Registered Agent ____________________