Sample Nonprofit Articles of Incorporation Template for 501c3
Filing the Nonprofit Articles of Incorporation is one of the main steps it is the first document of your organizational documents. By filing and incorporating a nonprofit organization in your State, you are giving the minimal legal information needed to the State to form the company, but the IRS doesn’t care about your State filing. This is very important: You need to file a Complete Nonprofit Articles of Incorporation using the template and sample below with specific required legal language, and that’s the information the IRS accepts. And NO, you cannot file as an LLC, a for-profit company, or any other form of business.
Be extremely wary of free Articles of Incorporation samples you find on the internet through other websites. Even though they are marked and presented as nonprofit Articles of Incorporation, they severely lack the necessary legal provisions and articles, and in many cases will cripple your organization. These so-called good Samaritans neither have the expertise nor the understanding of the nonprofit law. They put up these free sample Articles of Incorporation templates to either sell you a book, take a course, sell you their “services”, or simply for attracting traffic to their site for paid advertisement.
The sample Nonprofit Articles of Incorporation template is at the bottom of this page but first let’s take a look at some of its required legal parts and dos and don’ts. Your nonprofit Articles of Incorporation ideally should have 10 articles to cover a broad range of legal topics, some mandatory by the IRS.
Here’s a guide and steps on how to write & file a Nonprofit Articles of Incorporation with Samples & Template:
- Legal Name of the Organization (Not taken by other companies in your State)
- Address of the Organization (Should be in the Incorporating State)
- Incorporator of the Nonprofit Organization
- Registered Agent of the Organization (Should reside in the Incorporating State)
- Duration of the Organization (Should be Perpetual)
- Purpose (Mission statement of the organization)
- Nonprofit Nature (Purpose Clause Language and information Required by the IRS)
- Board of Directors (Minimum of 3 board members for most States)
- Membership (Normally a nonprofit should have no members)
- Amendments (Manners of Amending the Articles of Incorporation)
Your State version is only for the State. No matter in which State you are incorporating, from Florida to California, filing and incorporating a nonprofit follows the same process. The following is a sample and a ready template of a complete Nonprofit Articles of Incorporation that can be used in any State at the time of formation, along with the State incorporation form. This template eliminates the need of amending your Articles of Incorporation for more information several times afterward and will ensure no rejection on your Form 1023 application from the IRS.
If you haven’t read the page: How to Incorporate a Nonprofit Organization, stop right here and go back and read it before anything else.
If you have not incorporated as a nonprofit corporation yet and this is your first time filing, you need to submit the full Nonprofit Articles of Incorporation along with the State application for incorporation to your State. (see template below) If you have already incorporated as a domestic nonprofit corporation and didn’t include the legal Required Language, you need to amend your actual Articles of Incorporation and when you send your Form 1023 package to the IRS, you need to include both files. When you get approved for 501c3 status, you submit your Amended Articles of Incorporation to the State along with the rest of your documents to become tax exempt on State level as well. I’ll repeat that again, because it is very important:
Your State will NOT grant you automatic tax exemption just because you applied and got approved for 501c3 tax exemption status from the Federal Government. After filing your 501c3 application for exemption and receiving your status, You MUST petition the State to recognize you as a legal tax exempt nonprofit as well. If you don’t do so, you’re guaranteed a bill for a few hundred thousand dollars in a few years in unpaid State Taxe fees. So don’t forget to call your Secretary of State Office after you become tax exempt and ask them where to send your documents. Knowing that, let’s get started with the incorporation using the sample below. Every article has an explanation so please expand and read each one.
Click on titles below to open and close the Articles of Incorporation template sections
Nonprofit Articles of Incorporation, Article I, Name
The name of the nonprofit organization is stated here. Make sure to pick a suitable name that is not taken by others entities in your State and preferably anywhere else. Also make sure that a matching domain name is available for the name that you are choosing and purchase the top level .com and .org versions. A nonprofit website is a must and it serves as the primary source of soliciting donations and sharing information about your cause.
NONPROFIT ARTICLES OF INCORPORATION
ARTICLE I, NAME
The name of this corporation shall be [Name of the Nonprofit Organization or Corporation] The business of the corporation may be conducted as (Name of the Nonprofit Organization or other names) or [Name of the Nonprofit Organization or Corporation].
Nonprofit Articles of Incorporation, Article II, Duration
In this section you state the duration of your corporation. The duration of your corporation should be perpetual as the IRS won’t be granting tax exemption for temporary organizations, meaning you can’t just start an organization to perform a service or an act for a predetermined period and shutting it down.
ARTICLE II, DURATION
The period of duration of the corporation is perpetual.
Nonprofit Articles of Incorporation, Article III, Purpose
Here you state your actual purpose of the organization. Include enough information to get the point across but be vague enough to allow yourself some wiggle room for expansion without making amendments to the articles of incorporation.
ARTICLE III, PURPOSE
[Name of the Nonprofit Organization or 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. [Name of the Nonprofit Organization or 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
[Name of the Nonprofit Organization or Corporation] is designated as a public benefit corporation.
Nonprofit Articles of Incorporation, Article IV, Nonprofit Nature
This section is of utmost importance because without it the IRS will reject your application the very first day they receive it. Lack of the required language; Purpose clause or Dissolution clause, is the number one reason that IRS rejects applications so the following section should be included as it is without changes of any sort as this is the language required by the IRS.
Obviously you could rely on the State to dissolve your assets in case of termination of the corporation, however, by doing so you are giving your assets to the State and the State will decide what to do with them. It’s far better to have a dissolution clause in place to ensure that your assets will end up where you want them to go -for example, be donated to an organization of your choice.
ARTICLE IV, NON-PROFIT NATURE
4.01 Non-profit Nature
[Name of the Nonprofit Organization or 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 [Name of the Nonprofit Organization or 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.
[Name of the Nonprofit Organization or 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 [Name of the Nonprofit Organization or 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 [Name of the Nonprofit Organization or 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 [Name of the Nonprofit Organization or Corporation] hereunder shall be selected by the discretion of a majority of the managing body of the [Name of the Nonprofit Organization or 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 [Name of the Nonprofit Organization or 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.
Nonprofit Articles of Incorporation, Article V, Board of Directors
In this section, no matter what State you are in or what kind of a nonprofit organization you are incorporating, you have to inform your State of your initial directors (President, Treasurer, Secretary).
For the sake of the incorporation, the incorporator (s) SELECTS the initial directors. I say select, because you are not a corporation yet, and it’s meaningless to have a board meeting when you don’t have a board to speak of. When you are approved as a nonprofit organization, you will have a board meeting with your selected board members and at this time you elect new board members; hopefully the very same people selected in the first place. manners of acting, selection and every other information regarding the board goes in your nonprofit bylaws.
ARTICLE V, BOARD OF DIRECTORS
[Name of the Nonprofit Organization or 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)
Nonprofit Articles of Incorporation, Article VI, Membership
A normal nonprofit organization should not have members. In this case, you state that this organization shall have no members.
ARTICLE VI, MEMBERSHIP
[Name of the Nonprofit Organization or 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.
Nonprofit Articles of Incorporation, Article VII, Amendments
Like it or not, from time to time you will amend your articles of incorporation and this section is designed to notify the State of the procedure. In your Nonprofit Bylaws you set the procedures for such amendments but here you need to include it as well.
ARTICLE VII, AMENDMENTS
Any amendment to the Articles of Incorporation may be adopted by approval of two-thirds (2/3) of the board of directors.
Nonprofit Articles of Incorporation, Article VIII, Addresses
This section is required by all States. Your corporation and registered agent’s address must be in the incorporating State with no exception. You may not use a PO Box address as your corporation address, however you may use a PO Box as your mailing address.
ARTICLE VIII, 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)
Nonprofit Articles of Incorporation, Article IX, Registered Agent
In this section, you state the name, addresses, and phone numbers of your your registered agent. Please do not use incorporation services to incorporate.
ARTICLE IX, Appointment of Registered Agent
9.01 Registered Agent
The registered agent of the corporation shall be:
(Name of the registered agent with address)
Nonprofit Articles of Incorporation, Article X, Incorporator
In this section, you state the name, addresses, and phone numbers of your incorporator(s). Please do not use incorporation services to incorporate.
ARTICLE X, INCORPORATOR
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 [Name of the Nonprofit Organization or Corporation] were approved by the board of directors on (Date and day) and constitute a complete copy of Articles of Incorporation of the [Name of the Nonprofit Organization or 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 [Name of the Nonprofit Organization or Corporation] as appointed herein.
Registered Agent ____________________
Filing the nonprofit Articles of Incorporation is the first step and should be done right the first time to avoid headaches and costly amendments. I have given you my years of knowledge and experience dealing with nonprofit organizations and have combined these tips and tricks here for you in template and sample formats so you can succeed in your nonprofit endeavors. Please take your time and understand these instructions and don’t just copy paste to get it over with. The next step is preparing and writing your bylaws so click the button below to start drafting your bylaws.