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Form 1023 Instructions Part III: Required Provisions

Form 1023 Part III (3) asks for the required provisions, specific language that must be included in your nonprofit's Articles of Incorporation. This is your organization's legal promise to the public about its exempt purpose. The #1 reason the IRS questions or rejects applications is missing these required clauses in the organizing documents.

When the IRS reviews your Form 1023, it doesn't start by asking what you do, it starts by asking what you promised in your Articles. If the clauses are missing, vague, or paraphrased, your application gets flagged immediately. They don't care that your website says "we're a nonprofit." They care about what's on file with your Secretary of State. If that document doesn't lock your mission to the charitable purposes defined in federal law, they treat you as a taxable entity until you fix it.

Form 1023 Part III: Exempt Purpose Limitation Section 501c3 501(c)(3)

Question: Section 501c3 501(c)(3) requires that your organizing document limit your purposes to one or more exempt purposes within section 501c3 501(c)(3), such as charitable, religious, educational, and/or scientific purposes. Does your organizing document meet this requirement?

In Part III, the IRS requires that your organizing document state your exempt purpose, such as charitable, religious, educational, and/or scientific purposes. Check the box to confirm that your organizing document meets this requirement.

You must include both the Purpose and Asset Dissolution provisions  in your Articles of Incorporation. If your original Articles are missing these two provisions, which almost all state incorporation forms lack, you need to amend or restate your articles of incorporation.

If you're applying for 501c3 501(c)(3) tax exemption as a Private Foundation, your required provisions of purpose and dissolution for the articles of incorporation are the same, but you have to add additional provisions to satisfy section 4942 limitations. See the private foundations requirements if you do fall under this category.

Form 1023 Part III: Where the Exempt Purpose is Stated in Your Articles

Question: State specifically where your organizing document meets this requirement, such as a reference to a particular article or section in your organizing document (Page/Article/Paragraph).

Describe specifically where your organizing document meets the exempt purpose requirement. That means naming the exact location, not summarizing it or using a single vague word.

You should do it in this format:

  • Articles of Incorporation, Article 4.01, Purpose Provisions

If your Articles of Incorporation were drafted competently, they already use article or section numbering. There's no need to include page numbers or paragraph counts. And pay attention to character limitation of the online version of the Form 1023; it won't allow you to write an essay. Be precise.

Important: The term organizing document here means your Articles of Incorporation, NOT your bylaws. Including these required provisions in other documents won't satisfy this requirement. If you are a trust or unincorporated association, reference your trust instrument or legal agreement.

Form 1023 Part III: Dissolution Restriction for 501c3 501(c)(3) Assets

Question: Section 501c3 501(c)(3) requires that your organizing document provide that upon dissolution, your remaining assets be used exclusively for section 501c3 501(c)(3) exempt purposes, such as charitable, religious, educational, and/or scientific purposes. Depending on your entity type and the state in which you are formed, this requirement may be satisfied by operation of state law. Does your organizing document meet this requirement?

If your Articles of Incorporation include a dissolution clause that permanently dedicates remaining assets to one or more Section 501c3 501(c)(3) organizations or to a governmental entity for a public purpose, you can answer Yes.

If your Articles do not contain a dissolution provision, you can only answer Yes if your state law automatically imposes that restriction by default. That's not universal, and guessing wrong here creates a direct compliance failure.

This is a binary check. Either the restriction exists in your organizing document, or it exists by operation of state law. If neither applies, you must amend your Articles before filing Form 1023.

Need help? Avoid tax exemption or nonprofit formation mistakes. Don't guess. Talk to me.

Form 1023 Part III: Where the Dissolution Provision is Satisfied

Question: State specifically where your organizing document meets this requirement, such as a reference to a particular article or section in your organizing document (Page/Article/Paragraph), or indicate that you rely on state law.

You need to describe specifically where your organizing document meets the dissolution of assets requirement. Same as the purpose provision example before, reference the exact article or section in your organizing document. As long as you have that provision, you satisfy the IRS requirement without relying on state law.

If you don't have the dissolution clause, the only safe harbor is relying on state law. But that only satisfies the requirement if your purpose is exempt to begin with.

Further Reading & References

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