Ultimate Guide on Nonprofit Articles of Incorporation

Incorporation is the first formal step in establishing your nonprofit’s official presence. With this recognition, you can prepare for tax-exempt status and seek funding opportunities.

To incorporate your nonprofit, you must file incorporation articles with the appropriate state agency. Each state has different filing guidelines and rules, making it easy to get lost and confused.

In this article, we’ll explain what articles of incorporation are, their key components, and how to file them with a free template. We also highlight common mistakes to avoid during the filing process to help you set your organization up for success.

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Table of contents

What are articles of incorporation for a nonprofit?

9 key components of articles of incorporation

5 steps to file articles of incorporation

Common mistakes to avoid when filing for incorporation 

Free nonprofit articles of incorporation template

Final words on nonprofit articles of incorporation

FAQs on nonprofit articles of incorporation 

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What are articles of incorporation for a nonprofit?

Articles of incorporation are the legal documents you file to officially establish your nonprofit corporation. The whole process of drafting, submitting, and having the papers approved is called incorporation. It is the foremost requirement to secure legal recognition for your organization.  

You typically file these documents with the Secretary of State, though some states may require filing with other agencies, such as  a Department of Corporations, since requirements may vary by state.

In some states, articles of incorporation are also known as the certificate of incorporation, corporate charter, or articles of association.

Under IRS Section 501 (c)(3), these documents are mandatory to apply for and secure federal tax exemption status. In addition to this, articles of incorporation are important for the following reasons:

• With your nonprofit name registered officially, no other organization in your state can take the name
• Incorporating your nonprofit limits personal liability for board members, directors, and founders by separating individual actions from those of the organization
• An official incorporation certificate boosts credibility, attracting major donors, grants, and corporate support due to your verified nonprofit status 

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9 key components of articles of incorporation

1. Organization name

The articles of incorporation include the name of your nonprofit organization, so pick a name that has not yet been registered in your state. This is essential as no state government allows two entities to be registered under the same name.

State requirements often mandate that your nonprofit’s name include an identifier, such as Co., Inc., Corp, or LLC. However, the rules may differ for nonprofits, and many states allow organizations to use "Nonprofit" or "Nonprofit Organization" without specific corporate identifiers. Be sure to check your state's specific naming requirements for nonprofits.

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2. Purpose of the organization

The certificate of incorporation requires you to disclose the primary reason for starting a nonprofit, which is typically done through a statement of purpose.

Your state may have specific rules for specifying your purpose. For instance, you may have to include a code from the North American Industry Classification System (NAICS), a standardized system used to classify organizations based on their activities.

Remember, you will have to use the same purpose when filing for incorporation and applying for 501(c)(3) status. Be extremely careful when describing your reason for existing and make a note of it.

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3. Registered agent and office

Your articles of incorporation must designate a registered agent and physical office address in your state of incorporation. 

A registered agent is the official point of contact for your nonprofit and receives important legal and tax documents, including service of process if your organization is sued. The registered agent can be:

• A member of your organization who maintains regular business hours
• A professional registered agent service
• A lawyer or law firm

The registered office must be a physical street address in your state (not a P.O. box) where documents can be reliably delivered during business hours.

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4. Name and contact details of incorporators

Incorporators are the individuals in charge of preparing and filing articles of incorporation. You can have one or more incorporators, depending on your organization's size, mission, and type of nonprofit. You must include the name, signature, and, at times, address of each one in your documents.

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5. Name and contact details of board members 

Most states will ask for the names and addresses of your nonprofit board of directors. Board size requirements vary by jurisdiction - while the IRS requires federally-registered nonprofits to maintain at least three board members, state-level requirements range from one to five directors. Check your specific state guidelines to ensure compliance.

The typical nonprofit board structure includes key positions like president, treasurer, and secretary, though titles may vary. You can update your board composition later by submitting restated articles of incorporation.

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6. Duration of the organization

Some articles of association require you to mention the duration of your nonprofit. If your organization is intended to exist for a set period, include the specified end date in the documents. If you don't have an end date, specify whether the duration is perpetual or permanent.

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7. Stocks 

Some states will want to know if your organization is issuing stocks to its members. You will have to specify the type of stock you’re authorized to issue, including the number of shares, classes of stock, and their value (if applicable). 

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8. Memberships 

In certain cases, you must mention whether your nonprofit will have members. This will specify whether the board of directors and bylaws direct all governance and operations, or if members vote on important matters. 

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9. Additional clauses for 501(c)(3) status

While state requirements vary, the IRS mandates specific language in your articles of incorporation for 501(c)(3) status. These required clauses must be explicitly stated:

1. Purpose clause: A clear statement that your organization is formed exclusively for one or more 501(c)(3) purposes (charitable, religious, educational, scientific, etc.)

2. Activities limitation: An explicit statement that your organization will not:

• Engage in prohibited political campaign activities
• Attempt to influence legislation as a substantial part of its activities
• Participate in any other activities not permitted for 501(c)(3) organizations

3. Dissolution clause: A statement specifying that upon dissolution, remaining assets will be distributed:

• To other 501(c)(3) organizations
• To federal, state, or local governments for public purposes
• For charitable purposes

4. Amendments: A section on how future amendments to the articles of incorporation can be made, including approval and voting requirements. 

5. Private benefit prohibition: A declaration that no part of the net earnings will benefit any private shareholder or individual

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5 steps to file articles of incorporation

1. Look up state-specific requirements

Every state has different requirements for nonprofit incorporation. Before you begin, visit your Secretary of State's website to review the specific guidelines. 

Some states will have a specific online form to file, and a few states require you to draft your document using a specific font, spacing, and alignment. 

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2. Search for name availability

One of the reasons for filing articles of incorporation is to legalize your nonprofit name. Each state has a dedicated page to check if your selected name is available. Before filing, conduct a quick business name search on your Secretary of State's website to ensure availability.

There are also several name-generator tools that can help you create a unique name for your organization.

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3. Bring your board together 

Before filing for incorporation, assemble your initial board of directors - the governing body responsible for overseeing your nonprofit's operations. Some key considerations include:

• Meeting state requirements for minimum board size (typically 3-5 members)
• Selecting individuals with diverse skills and experience relevant to your mission
• Ensuring potential board members understand their legal and fiduciary responsibilities
• Documenting board member acceptance of their positions for inclusion in your filing

Having your board in place early allows for collaborative decision-making on crucial matters like bylaws, organizational structure, and strategic planning during the incorporation process.

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4. Look for pre-designed incorporation templates

Using a template simplifies the process of filing your articles of incorporation. Here's how it helps:

• Provides a well-structured layout to help you include all necessary information
• Includes pre-populated language to save you from having to draft everything from scratch
• Designed to comply with local laws, making the filing process smoother
• Easily accessible through government websites or local office supply stores

When selecting a template, be sure to choose one that is specifically tailored to your state's requirements. This will help guarantee that you submit a complete and compliant set of articles for your nonprofit.

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5. Review, sign, and submit 

Check all the information in the certificate of incorporation form. Watch out for any spelling errors or missing details and have your board members review your form and give it final approval before you sign. 

Depending on your state's specific guidelines, submit your form to the appropriate state agency by mail, online, or in person.

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Common mistakes to avoid when filing for incorporation 

1. Incomplete or incorrect information

Articles of incorporation cover comprehensive information about your nonprofit. When filing, it's easy to overlook important details such as your full address or the intended duration of the nonprofit. 

Remember that even minor errors or omissions can result in your application being rejected. Consider seeking help from a professional agent or having your board members thoroughly review the documents before submission.

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2. Vague mission statement

When you write about your nonprofit's purpose, be clear, concise, and specific while aligning with IRS guidelines. 

A vague mission statement can lead to complications when registering or maintaining good standing with state agencies. It may also raise questions about the nonprofit’s legitimacy or how it intends to fulfill its stated purpose.

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3. Missing required provisions for tax-exempt status

Articles of incorporation must include certain IRS-mandated clauses, including the dedication of assets for exempt purposes, dissolution clauses, and the prohibition of private inurement. 

These provisions ensure that nonprofits are organized and operated only for exempt purposes, and omitting these can delay obtaining federal income tax exemption status.

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4. Failing to plan for future amendments

An amendment provision in the articles of incorporation is important because it lets you easily update official records with the state when you make any changes to your organization. Amendments can either be proposed by:

• A majority vote of the board of directors
• A petition signed by at least 10% of the organization's voting members

The proposed amendments must be approved by a two-thirds majority vote of the board. If the board does not approve the amendment, it may alternatively be approved by a two-thirds majority vote of the organization's voting members at a properly called meeting.

All amendments that are approved must be filed with the appropriate state authorities in accordance with applicable laws.

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Free nonprofit articles of incorporation template

If you're unsure of how to get started, check our free nonprofit articles of incorporation template. This is a general template and should be used as a sample only. Some of the information provided might need adjustments to fully align with incorporation regulations in your jurisdiction.

Download our free articles of incorporation template to get started [Coming Soon]

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Final words on nonprofit articles of incorporation

Filing your nonprofit's articles of incorporation is a critical first step in establishing your organization's legal status and credibility. 

While the filing process can be exhausting, resources are available to make it easier. Look for pre-made templates – they guide you systematically through the necessary information. Just be sure to review your specific state's guidelines, as filing fees and other details can vary.

Zeffy helps new nonprofit founders launch their ideas and make an impact in their communities with free incorporation services. We also offer a 100% free fundraising platform for nonprofits to get started without any investment in tools.

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FAQs on articles of incorporation nonprofit