Starting a nonprofit means filling out several necessary forms and documents. One of these documents is the Articles of Incorporation. Most nonprofits must file Articles of Incorporation in their state before anything else. In this article, we explain what’s needed to file an Articles of Incorporation and give you a few tips to make it easier.
![A Handy Guide to Nonprofit Articles of Incorporation [Free Sample]](https://donorbox.org/nonprofit-blog/wp-content/uploads/2022/11/New-Design-2022-blog-images-Nov-to-Dec-1-6.png)
New nonprofits must file several documents with their state and federal governments. Many nonprofits, but not all, are 501c3 organizations and must apply for tax-exempt status with the Internal Revenue Service (IRS). However, all nonprofits must file their article of incorporation with their state regardless of their tax status.
Each state has different rules, so we’ve provided a list of what you must include and how to ensure you don’t miss any required items. We’ve also included an article of incorporation sample to help you get started.
Nonprofits need to submit the articles of incorporation to the government to legally form the organization. The whole process of drafting the papers, submitting them, and having them approved by the state is called incorporation.
Some may be surprised about the need to file articles of incorporation since nonprofits do not think of themselves as corporations but starting a new nonprofit means you’re now a business.
Nonprofits must file their articles of incorporation with their Secretary of State, follow all requirements on the website, and become officially incorporated. Nonprofits looking to gain 501c3 status from the IRS must file their articles of incorporation first to prove nonprofit status.
Along with your articles of incorporation, you will also pay a filing fee, which is different for each state. It ranges from $100 to $250.
Nonprofit articles of Incorporation include vital organizational and contact information.
Different states have various requirements for corporation names. In many cases, your nonprofit must include the abbreviations for Inc. or Corp.
The primary rule when choosing a name, regardless of the state, is that you cannot have the same or similar name as another organization.
If your nonprofit has a location, this is easy to include. If not, you’ll want to use the name and address of your organization’s registered agent.
New nonprofits must appoint a registered agent to receive all legal documents of their organization. This agent can be an individual or a business. All nonprofits must include the name and contact information of their registered agent in the articles of incorporation.
Your nonprofit’s purpose is the primary reason for your existence. You will be asked to state your purpose on many official and unofficial documents. Your state may have specific rules on how to communicate your purpose. Sometimes, you may also need to include your North American Industry Classification System (NAICS) code.
If your nonprofit plans to apply for 501c3 charity status with the IRS, you must use the same purpose on both documents, so be extremely careful when stating your purpose on the articles of incorporation.
Most nonprofits do not have an end date in mind for their organization. In this case, nonprofits generally state the duration as permanent or perpetual.
Your nonprofit’s incorporators are those individuals in charge of filing your articles of incorporation. You can have more than one incorporator.
New nonprofits must develop a Board of Directors to ensure that all government regulations are followed and that the organization has a strong leadership committee.
It’s best to create your board before filing your articles of incorporation. This way, you can include all board members’ names, titles, and contact information on the official documents.
Each state has different regulations, but if your organization plans to file for 501c3 status with the IRS, you must include a few statements in your articles of incorporation. These include:
Exemption requirements state that the nonprofit will not financially benefit its members, officers, or other individuals. Nonprofits must also state that they will not carry out activities outside of IRS rules for 501c3 organizations.
The IRS requires nonprofits to have a dissolution clause in case their nonprofit is dissolved. The IRS has included specific language needed for this clause.
While not required, your nonprofit may also want to include a statement that addresses the personal liability of your organization’s senior staff and board members.
It’s easy to feel overwhelmed when starting a nonprofit. Filing your articles of incorporation is required, but there are ways to ensure you don’t miss essential details. The following tips can help you with any questions you may have.
Every state has its own rules when filling out articles of incorporation. Before doing anything, nonprofits must search their Secretary of State’s website for these rules and requirements.
Some states have a specific form to file online. Others are more relaxed. Some states even require you to put a notice in your local newspaper about your nonprofit or file an initial business report. This is why it’s vital to visit your state’s website.
When filing your articles of incorporation, remember to visit the IRS website. Since states are so varied in requirements, you must do your due diligence to ensure you’ve included all required documents for a 501c3 organization.
The primary reason to file articles of incorporation is to legalize your nonprofit’s name. Your nonprofit name cannot be the same as other organizations. Most state websites allow you to enter your desired company name to ensure availability.
Your nonprofit must include names and contact information for all board members when filing your Articles of Incorporation. It is best to have all this finalized and approved through a meeting before entering it into a legal document.
If your nonprofit undergoes structural changes after filing your articles of incorporation, you must amend your articles of incorporation and update changes to your board, registered agent, and others. Before including these details, ensure 2/3 of your board votes to approve these changes.
Remember, you must ensure both your article of incorporation and IRS Form 1023 use the same language. Review these documents to check the wording. This is especially important to avoid the rejection of your articles.
If your Secretary of State website does not have a form to file, and you are unsure what to file, we’ve included a free Article of Incorporation sample to help you get started.
Since most nonprofits don’t see themselves as a corporation, it may surprise leaders that they must file articles of incorporation. Still, the minute you start a nonprofit, you are a business, and filing articles of incorporation with your state is only the first step.
Fundraising is another vital role of your nonprofit, and you shouldn’t wait to get started. All nonprofit organizations can create a free account on Donorbox without any documentation or contracts. You can create unlimited fundraising campaigns as well as use features like Crowdfunding, Peer-to-Peer, Events, Memberships, Donor Management, and more.
Experts at Donorbox are there to help you every step of the way – check out Donorbox Premium! At personalized pricing, you get to create a customized success package for your organization and have access to premium software as well as expert coaching services.
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There are several reasons to file your articles of incorporation, including –
All nonprofits must file articles of incorporation with their state on your Secretary of State’s website.
Your nonprofit’s bylaws are your organization’s operating manual. You must include your organization’s name and purpose in the bylaws as well as in the articles of incorporation, but there are many other ways they differ.
The following things must be included in your organization’s bylaws but not the Articles of Incorporation.
Disclaimer: By sharing this information we do not intend to provide legal, tax, or accounting advice, or to address specific situations. The above article is intended to provide generalized financial and legal information designed to educate a broad segment of the public. Please consult with your legal or tax advisor to supplement and verify what you learn here.
Kristine Ensor is a freelance writer with over a decade of experience working with local and international nonprofits. As a nonprofit professional she has specialized in fundraising, marketing, event planning, volunteer management, and board development.
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Kristine Ensor