What are the Articles of Incorporation for nonprofits?
Articles of Incorporation is the instrument that is filed on State level to legally form a corporation. Articles of incorporation for nonprofit organizations have different names in different states but they all accomplish one thing; forming a corporation.A non profit Articles of incorporation is also called certificate of incorporation, corporation charter (for example for the State of Tennessee), articles of organization and so forth.
Filing the Nonprofit Articles of Incorporation is one of the main steps in starting your nonprofit 501c3 organization. It is the first document of your required organizational documents, and one that almost 90% of applicants don’t get it right the first time. Not incorporating correctly the first time has grave consequences such as rejection from the IRS when you apply for tax exemption.
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.
Does a nonprofit have to be incorporated? How about LLC?
The short and correct answer is Yes. Without getting too technical, you cannot file for tax exemption as an LLC, a for-profit company, or any other form of business. You have to get incorporated and to your delight, it’s the easiest and cheapest part of your tax exemption journey. Further down this page I talk about how you can incorporate your organization by yourself without paying anyone, don’t miss it.
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.
What should your 501c3 Nonprofit Articles of Incorporation include?
- 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 (Manners of Amending the Articles of Incorporation)
Your State Articles of Incorporation 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 IRS Required Provisions 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 tax 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 read each one.
Here’s the complete articles of incorporation with detailed explanation for each section and important tips. All these sections together combined will make your articles of incorporation.
Drafting a nonprofit Articles of Incorporation starts with the 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
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 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, Nonprofit 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 it 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 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 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 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 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.
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 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, Selecting the 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, and Secretary).
For the sake of the incorporation, the incorporator (s) SELECTS the initial directors. I say select, because you are 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 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.
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 invested 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 reasons unknown to me. Social clubs usually do this and they 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.
Amending the Nonprofit Articles of Incorporation
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 legal 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 may not 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 your registered agent. Please 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 is 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, Who’s the Incorporator?
In this section, you state the name, addresses, and phone numbers of your incorporator(s). Please do not use incorporation services to incorporate.
The incorporator’s job is to present and sign the article 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 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 ____________________
Date: _______________________
Conclusion
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.
Frequently asked questions on nonprofit incorporation & articles of incorporation
Can the incorporator of the nonprofit corporation be the registered agent?
Yes, the incorporator can be the registered agent of the corporation considering that he/she resides in the incorporating state.
How many incorporators does a nonprofit organization need?
Nonprofit corporations can have one or more incorporators. There are no limits and no benefits either way.
Can an LLC (Limited Liability Company) apply for tax exemption?
An LLC can in some instances become a tax exempt entity under federal law, however, almost all States with exception of Minnesota, Kentucky, and Tennessee, don’t recognize such an entity as tax exempt. If you made a mistake and formed an LLC to start a nonprofit, you should dissolve the entity and incorporate as a nonprofit corporation.
Can you move a nonprofit corporation to another state and keep the exemption status?
Yes and no. You can move a tax exempt nonprofit organization to another state as the IRS allows the exemption status to be transferred to a newly registered corporation in the state of your choosing. However the state that you are moving away from would have to dissolve the corporation, and all the assets would be distributed according to the dissolution clause of the articles of incorporation.
This creates a big problem and you can either:
- forfeit your corporation’s assets
- or not move at all.
The awkward workaround would be to register as a “foreign corporation” in another state and keep the original corporation active.
(Next Step) Create your Nonprofit Bylaws with Sample
(Previous Step) How To Incorporate A Nonprofit Organization
NOTE: If you’d like to receive the following organizing documents:- Nonprofit Articles of Incorporation,
- Nonprofit Bylaws,
- Nonprofit Conflict of Interest Policy,
- Conflict of Interest Policy Acknowledgment,
- Form 1023 Attachment with all the answers,
- Form 1023 Expedite Letter template,
- and Donor Contribution Form
in Microsoft Word Document format, please consider making a donation and you’ll get to download them immediately. Not only they're worth well over $1000 in value, they will save you weeks of copy pasting and formatting as they are ready to go templates which only need changing names and addresses.
