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Once you’ve nailed down your future nonprofit’s mission, name, and board members—you should be ready to make it official through articles of incorporation. This legal “organizing document,” once approved, provides formal recognition of your organization by the state, and is a necessary prerequisite for the 501(c) tax-exemption application to IRS.

This paperwork must be submitted to your resident state’s corporate filing agency, which typically lives under the state Secretary of State Office. The application will also require payment of a filing fee somewhere between $20 and $120 (plus optional fees for expedited processing). 

You will be able to download nonprofit incorporation forms via your Secretary of State Office’s website. While each state provides its own forms or templates with varying stipulations, they’re all fairly straightforward, and share many of the same requirements, discussed below.

Before you begin, make sure you’re clear on which tax-exemption you’re seeking. There are 29 types of organizations eligible for exemption under section 501(c) of the federal tax code. In addition to the items required by your state, the IRS itself requires that this document contain certain provisions, and specific language—based on the type of tax exemption you’re seeking. To avoid having to file later amendments to your articles of incorporation, make sure and include that language from the get-go. 

📌 Note: This guide will assume you’re seeking 501c3 status (the most common). Items required by the IRS are indicated with an * below, and sections of IRS-mandated language for 501c3s are in italics below.

 

Common Required Articles

Item Description

Name

Name of the proposed corporation, exactly as you want it to appear on the records of the state. General guidelines:

  • Make sure that your desired name isn’t already taken by any other similar entities incorporated in your state, and ideally anywhere else. You can run a Business Name Search on your Secretary of State’s site, or search nationally using Guidestar
  • If you haven’t already, check that an appropriate website domain is available using a registrar like NameCheap. If you find an available domain that works, lock it down ASAP!
  • Make sure that your name won’t be construed as “likely to mislead the public” about your nonprofit’s purpose. 
  • Your state may have other naming requirements, such as including a corporate suffix (e.g. Inc.), which you can check here.

 

Legal
Address

  • Complete street address, city, state and zip code of your nonprofit corporation’s initial address.
  • Most states stipulate that this initial legal address can be neither a P.O. Box, nor an “in care of” address.

Duration

If you’re ultimately seeking tax-exempt status with the IRS, the duration of your organization must be listed as perpetual. Example language:

The period of duration of the corporation is perpetual.

 

Registered Agent

You must provide the name and address of your nonprofit corporation’s registered agent, based in the same state of incorporation. 

A registered agent is responsible for receiving all legal notices on behalf of your organization—whether that’s a tax notice or other legal documents. 

Any corporate officer can serve as your registered agent, provided they live in the state where you’re incorporating. Alternatively, you can hire an experienced third-party, like our partners at Harbor Compliance.

The registered agent of the corporation shall be:
Name _______ Address _______

 

Type of Corporation

You’ll typically need to identify the type of nonprofit corporation you intend to form: a public benefit corporation, a mutual benefit corporation, or a religious corporation.

Purpose Clause*

This article describes your nonprofit’s specific purpose. You’ll want to include just enough info to communicate your mission, core programs, and representative activities—while allowing your team some latitude for future expansion without having to amend these articles.

If you’re seeking 501(c)3 status, the IRS will be looking for the following minimum required language in your statement of purpose. 

Said corporation is organized exclusively for charitable, religious, educational, and scientific 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.

Technically, custom language that’s more limiting and references your specific charitable purpose under section 501(c)(3) are also acceptable, e.g. for relief of the elderly within the meaning of section 501(c)(3) … but why make things harder on yourself?

If you’re seeking a different 501(c) status, you’ll want to tweak that language based on the IRS’ stated requirements for that class. E.g. If you’re forming a 501(c)4, you might instead open with:

[NAME] is organized exclusively for the promotion of the common good and general welfare of the people of the community as a whole.

 

Nonprofit Nature*

One of the most common reasons a tax-exempt application is rejected by the IRS is that the application is missing one or more of the following pieces: this clause (Nonprofit Nature), the above Purpose clause, the below restricted activities language, or the Dissolution clause.

First, regardless of what 501(c) status you’re seeking, the earnings of your organization may not “inure” to any private individual or shareholder. Inure is legalese for “to become beneficial or advantageous”—i.e. your nonprofit’s assets cannot be used to unduly benefit organizational “insiders”, their spouses, etc.

Thus, you include the following language in your articles of incorporation:

No part of the net earnings of [NAME] 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. 

Note: You can also opt to group “Nonprofit Nature” and “Restricted Activities” under the above Purpose clause.

Restricted Activities*

Furthermore, if you’re seeking 501(c)3 status, you must make it clear that yours is not an action organization, i.e. one seeking to influence legislation or engage in political electioneering as a substantial part of its activities. Thus the IRS suggests including this language:

No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. 

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.

No need to get creative here; just play it safe and copy/paste.

Dissolution Clause*

The Dissolution clause outlines what your organization will do with its assets should you decide to ever close up shop. The IRS provides the following recommended language:

Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Incorporator(s)

An incorporator is the person preparing and filing the formation paperwork with the state. Typically this requires their signature. If you’re the person handling the application, this could be you — or if you’re hiring an outside firm to help with all of this, they’ll list their own info.

Director(s)

By now, you’ve already selected your initial directors or trustees. No formal board officer election is necessary at this stage, as you haven’t yet been incorporated, but your state may have requirements for the number of initial directors, their minimum age, etc. 

This Article can simply read: 

The names and addresses of the persons who are the initial trustees of the corporation are as follows:
Name ________ Address _________
Name ________ Address _________
Name ________ Address _________

No need to provide any additional details about board governance, office election, etc here. That’s what the bylaws are for!

 

Real World Example

Now, to give you a sense of how all of that ultimately ties together, here are the actual Articles of Incorporation filed by our very own Chief Strategy Officer, Hilary Doe, for her nonprofit startup, which recently incorporated in the state of Michigan:

MI Articles of Incorporation example MI Articles of Incorporation example

Filing your nonprofit application and next steps

Now that you know most everything that you’ll need, swing by Harbor Compliance’s state-by-state listing of local + federal requirements, and click “[State] startup guide” for your state. They’ll provide a link to the appropriate state authority, any necessary forms and required fees, as well as the typical turnaround time on incorporation approvals. 

Triple check that your Articles of Incorporation follow both the above guidelines from the IRS—so you avoid having to make amendments prior to applying for 501(c) status—as well as the requirements specific to your state. Then file away (electronically, given the option)!

Now you wait. If everything goes well, you’ll eventually receive notice that your articles of incorporation have been approved, along with a certification of filing. Once you’re officially incorporated, you will be able to apply for an EIN and start work on the IRS 1023 form.

Disclaimer: The information included on this page and on related pages is for general informational purposes only, and is not intended to be relied on as legal or tax advice or opinion. Every situation is unique and NationBuilder does not recommend acting on information obtained from this page and related pages without consulting legal or tax professionals.

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