Articles of Incorporation are filed at the state level to legally form a corporation. For nonprofits, states use different names for the same instrument: Articles of Incorporation, Certificate of Incorporation, Corporate Charter, or Articles of Organization. Different labels, same function: forming the corporation.
Filing the articles of incorporation is one of the main steps in starting a 501c3 501(c)(3), and it's the first organizing document most applicants get wrong in the nonprofit formation process. Errors here cause delays, amendments, and IRS pushback when you file Form 1023.
Your state only collects the minimum information to create the entity. The IRS does not accept "state-only" articles that lack required federal clauses. You must file IRS-compliant Articles that include the specific purpose and dissolution language. Use the template and sample below to get that right the first time.
Nonprofit Articles of Incorporation Table of Contents
- Where's the Nonprofit Articles of Incorporation Template?
- Does a Nonprofit Have to be Incorporated?
- What Should Your 501(c)(3) Nonprofit Articles of Incorporation Include?
- Drafting a Nonprofit Articles of Incorporation: Name and DBA
- Nonprofit Articles of Incorporation: Organization's Duration
- Nonprofit Articles of Incorporation: Mission Statement & Actual Purpose
- Nonprofit Articles of Incorporation: IRS Exempt Purpose and Dissolution
- Nonprofit Articles of Incorporation: Selecting the Board of Directors
- Nonprofit Articles of Incorporation: Organizations With Members & Without
- Nonprofit Articles of Incorporation: Amendments
- Nonprofit Articles of Incorporation: Corporation Addresses
- Nonprofit Articles of Incorporation: Choosing a Registered Agent
- Nonprofit Articles of Incorporation: Incorporators
Where's the Nonprofit Articles of Incorporation Template?
The full 501c3 501(c)(3) nonprofit Articles of Incorporation template and sample clauses are below for instant preview. You can read each article and clause exactly as it appears in a compliant filing and use it as your own foundation in the PDF version. The sections that follow explain how to adapt every part of the template such as Purpose, Powers, and Dissolution to meet IRS and state requirements.
This sample nonprofit Articles of Incorporation works for any 501c3 501(c)(3): church, charity, foundation, or educational group. The language stays the same, only the purpose changes. Review the template and you'll see exactly how a proper, IRS-ready document is structured from the start. You can also download the Articles of Incorporation in Microsoft Word format in the document package.
Does a Nonprofit Have to be Incorporated?
The short and correct answer is Yes. Without getting too technical, you cannot file for tax exemption as a Limited Liability Company, a for-profit company, or any other form of business. You have to get incorporated as a Nonprofit or Non-Stock Corporation, and to your delight, it's the easiest and cheapest part of your tax exemption journey.
Your state's Articles of Incorporation form only handles the basic state registration. You have two options: either use the state form and manually include the IRS-required language, or skip the hassle and use the complete articles of incorporation template below. Doing it right the first time saves you from amendments, delays, and IRS rejection on your Form 1023.
Incorporate your organization by yourself without paying anyone. 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.
What Should Your 501c3 501(c)(3) Nonprofit Articles of Incorporation Include?
Your nonprofit Articles of Incorporation ideally should have 10 articles to cover a broad range of legal topics, some mandatory by the IRS.
- 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 (Every state asks for this)
- Registered Agent of the Organization (Should reside in the Incorporating State. Do NOT use incorporation services.)
- Duration of the Organization (Should be Perpetual)
- Purpose (Mission statement of the organization, usually very short.)
- 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 (Manner of Amending the Articles of Incorporation)
Here is the complete Articles of Incorporation with explanations and practical tips for each section. The Microsoft Word version of the Articles of Incorporation includes built-in placeholders and short instructions so you can update every section in one go. You can replace names, dates, and purposes without hunting through the document, and the formatting stays IRS-compliant.
All these sections together form your Articles of Incorporation. With that baseline, start the incorporation using the sample below and read the notes under each article.
Drafting a Nonprofit Articles of Incorporation: Name and DBA
The name of the nonprofit organization is stated here. Make sure to pick a suitable name that's not taken by other entities in your state and preferably anywhere else. Also make sure that a matching domain name is available for the name that you're 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
1.01 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 [Alias of the Nonprofit Organization or Corporation].
Nonprofit Articles of Incorporation: Organization's 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.
If the program that you have in mind is only for a set period, you shouldn't apply for tax exemption. Instead you can use other venues such as Fiscal Sponsorship from other exempt nonprofits to carry on your program.
NONPROFIT ARTICLES OF INCORPORATION ARTICLE II, DURATION
2.01 Duration
The period of duration of the corporation is perpetual.
Nonprofit Articles of Incorporation: Mission Statement & Actual 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.
If your incorporating state doesn't have "Public Benefit" designation, you can leave it out or better yet change it to your state designation.
NONPROFIT ARTICLES OF INCORPORATION ARTICLE III, PURPOSE
3.01 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 501c3 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 501c3 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: IRS Exempt Purpose and Dissolution
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 is without changes of any sort as this is the language required by the IRS.
Every version of the Form 1023 since the beginning of time has asked for the exact location of these two clauses in your articles of incorporation, and the IRS is very specific when it comes to this language.
As for dissolution of assets, obviously you could rely on the laws of your state to dissolve your assets in case of termination of the corporation, however, by doing so you're 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 other nonprofits or an organization of your choice.
NONPROFIT ARTICLES OF INCORPORATION 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 501c3 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 501c3 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.
4.03 Dissolution
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 501c3 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 [Your State].
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 [Your State] to be added to the general fund.
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 501c3 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: Selecting the Board of Directors
In this section, no matter what state you are in or what type of a nonprofit organization you're incorporating, you have to inform your state of your initial directors (President, Treasurer, and Secretary).
For the sake of the incorporation, the incorporator(s) SELECTS the initial directors. Select, because you're not a nonprofit corporation yet, and it's meaningless to have a board meeting when you don't have a board to speak of.
When you're approved as a nonprofit corporation, you'll have a board meeting with your selected board members and at this time you elect new board members; usually 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.
NONPROFIT ARTICLES OF INCORPORATION ARTICLE V, BOARD OF DIRECTORS
5.01 Governance
[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 go here)
Nonprofit Articles of Incorporation: Organizations With Members & Without
A normal nonprofit organization should not have members. In this case, you state that this organization shall have no members and don't ever look back.
Membership in nonprofits is a big headache and should be avoided at all cost. Powers of the corporation should be vested in its board of directors, meaning that the board of directors have the absolute power in every sense, from elections to dissolution.
However some nonprofits elect to have voting members for legal reasons. Unless you're applying for tax exemption as a noncharitable organization, you should not have members, or you'll regret it later.
You should be aware that most states give voting members a lot of control rights over the corporation, and once the corporation is setup as a member controlled organization it will be a nightmare to revert back. Member controlled nonprofits are also more difficult to manage as every Joe and Jane will have a say in the most trivial subject that nothing ever gets done.
NONPROFIT ARTICLES OF INCORPORATION ARTICLE VI, MEMBERSHIP
6.01 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: Amendments
Like it or not, from time to time you will amend your nonprofit articles of incorporation and this section is designed to notify the incorporating state of the procedure.
In your Nonprofit Bylaws you set the procedures for such amendments but here you need to include it as well since without incorporating you can't have a legally adopted bylaws to begin with. You adopt your bylaws after the incorporation and it would dictate all kinds of rules and regulations regarding the governance of your organization. Here are the instructions on how to amend your Articles of Incorporation.
NONPROFIT ARTICLES OF INCORPORATION ARTICLE VII, AMENDMENTS
7.01 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: Corporation 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 cannot use a PO Box address as your corporation address, however you may use a PO Box as your mailing address.
NONPROFIT ARTICLES OF INCORPORATION 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: Choosing a Registered Agent
In this section, you state the name, addresses, and phone numbers of your registered agent. Do not use incorporation services to incorporate or registered agent services of any kind.
Your registered agent has one job and one job only and it's corresponding with the incorporating state. She or he will handle all legal correspondence, letters, notifications and such. It's important to know that your registered agent should be a resident of the incorporating state which is not difficult to do since you absolutely should not incorporate in a non-resident state anyway.
Most nonprofits elect to have one of their local board members or the incorporator as their registered agent.
NONPROFIT ARTICLES OF INCORPORATION 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: Incorporators
In this section, you state the name, addresses, and phone numbers of your incorporator(s). Do not use incorporation services to incorporate.
The incorporator's job is to present and sign the articles of incorporation, nothing less and nothing more. The incorporator doesn't have to be a board member or even be associated with the organization's day-to-day business.
NONPROFIT ARTICLES OF INCORPORATION ARTICLE X, INCORPORATOR
The incorporators of the corporation are as follows:
(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 ____________________
Date: _______________________
Conclusion
Filing your nonprofit Articles of Incorporation is the first step, and mistakes here create delays, amendments, and unnecessary cost. Do it correctly once and you avoid fixing it later.
You have access to years of experience dealing with nonprofit organizations, distilled into analysis, templates and samples on this site for free, read them. Read the instructions, understand what each provision does, and apply them to your organization instead of copying and pasting to rush through the filing. Control the document now, or it controls you later.
The next step is preparing and writing your nonprofit bylaws as the bulk of your nonprofit corporate structure will be set in the bylaws.
Further Reading & References
- Secretary of State Websites & Min number of Nonprofit Directors – Check your state's filing site and board member requirements.
- IRS Required Provisions for Purpose & Dissolution Clause – See the exact language the IRS demands in your articles.
- What is Nonprofit EIN & How to get EIN for a 501c3 501(c)(3) Organization – Quick guide to what an EIN is and how to get one online.
Nonprofit Articles of Incorporation Questions
Can I file new Articles of Incorporation after using the state form?
Can the incorporator of the nonprofit corporation be the registered agent?
How many incorporators does a nonprofit organization need?
Can an LLC (Limited Liability Company) apply for tax exemption?
You wanted answers, here you go: Ann. 99-102, 1999-43 I.R.B. 545, establishes that an LLC wholly owned by a single exempt organization (exempt under IRC 501(a)) may be disregarded as an entity separate from its owner. Under Reg. 301.7701-3(b)(1), an eligible entity (which includes most LLCs) with a single owner is disregarded unless it elects otherwise.So again, if you made a mistake and formed an LLC to start a nonprofit, you should dissolve the entity and incorporate as a nonprofit corporation.
There are two ways for the eligible entity to elect separate entity treatment: by filing for separate entity treatment on Form 8832 (Reg. 301.7701-3(c)(1)(i)), or by claiming exemption as an entity separate from its owner, as by filing a separate Form 1023 or Form 990 (Reg. 301.7701-3(c)(1)(v)(A)). In the latter case, the eligible entity is treated as having made the election for the period it claims exemption or is determined to be exempt. Ann. 99-102 requires the exempt owner of a disregarded LLC to treat the operations and finances of the LLC as its own for tax and information reporting purposes. In addition, the new Form 990 (Part IX) solicits information relating specifically to disregarded entities.
Can you move a nonprofit corporation to another state and keep the exemption status?
- Forfeit your corporation's assets
- Or not move at all