articles-of-incorporation-nonprofit

# Articles of Incorporation — Non-Profit Corporation

Draft filing-ready Articles of Incorporation for a U.S. non-profit corporation satisfying state formation requirements and the IRS organizational test under IRC § 501(c)(3).

## Prerequisites

Collect before drafting:

1. **Corporate name** — confirmed available via Secretary of State entity search
2. **State of incorporation** — determines controlling statute, mandatory provisions, fees, formatting
3. **Registered agent** — legal name + physical in-state street address; written consent if state requires
4. **Incorporators** — legal names and mailing addresses (typically 1–3; check state minimum)
5. **Mission and programs** — activities, beneficiaries, geographic scope (sufficient for Form 1023)
6. **Governance model** — membership vs. directorship; director count/range; officer titles; terms
7. **Effective date** — immediate upon filing or delayed (confirm state max lead time)

## Quick Start

1. Confirm name availability at Secretary of State
2. Draft articles I–VIII in sequence below
3. Verify each provision against the state's non-profit corporation statute
4. Include all three Article IV tax-exemption blocks — these are non-negotiable for 501(c)(3)
5. Format per Secretary of State requirements (margins, font, cover sheet)

## Article Sequence

### I — Corporate Name

```
The name of the corporation is [FULL LEGAL NAME].
```

- Include state-required designator ("Inc.", "Corp.") if mandated
- Name must not imply commercial, political, or non-charitable character
- Re-confirm availability immediately before filing; reservation may be needed

### II — Registered Office and Agent

```
The address of the initial registered office is [STREET ADDRESS, CITY, STATE, ZIP].
The initial registered agent at such address is [FULL LEGAL NAME].
```

- Must be physical in-state address (no PO boxes)
- Attach agent consent form if state requires

### III — Purposes

Lead with IRS organizational test language, then specific mission:

```
This corporation is organized exclusively for charitable, educational, religious,
and/or scientific purposes within the meaning of IRC § 501(c)(3), as amended, or
the corresponding provision of any future United States Internal Revenue law.

Specifically, the corporation's purposes include: [PROGRAMS, TARGET POPULATION,
GEOGRAPHIC SCOPE — sufficient for Form 1023 scrutiny].
```

- All purposes must fall within § 501(c)(3) enumerated categories
- Avoid language implying substantial commercial activity or private benefit
- Draft broad enough to accommodate program evolution without amendment
- Reference IRS Pub. 557 for model language by category

### IV — Tax-Exemption Requirements

**Irrevocable — do not soften or remove.** All three blocks required per Treas. Reg. § 1.501(c)(3)-1(b)–(c):

**Private Inurement Prohibition:**
```
No part of the net earnings shall inure to the benefit of, or be distributable to,
its members, directors, officers, or other private persons, except that the
corporation may pay reasonable compensation for services and make payments in
furtherance of the purposes in Article III.
```

**Lobbying / Political Activity Limitation:**
```
No substantial part of the activities shall be carrying on propaganda or attempting
to influence legislation. The corporation shall not participate in any political
campaign on behalf of or in opposition to any candidate for public office.
```

**Dissolution Clause:**
```
Upon dissolution, assets shall be distributed for one or more exempt purposes within
the meaning of IRC § 501(c)(3), or to a federal, state, or local government for a
public purpose. Any assets not so disposed of shall be disposed of by a court of
competent jurisdiction exclusively for such purposes.
```

### V — Membership and Governance

**No-member model (most common for operating charities):**
```
The corporation shall have no members. Any action otherwise requiring member
approval shall require only approval of the board of directors.
```

If members exist: specify classes, admission, dues, voting rights, termination per state statute.

**Board of Directors:**
```
The affairs of the corporation shall be managed by a board of not less than [MIN]
nor more than [MAX] directors. Directors shall serve [TERM]-year terms.
```

- Address vacancy-filling and removal per state law
- Officers at minimum: President/Chair, Secretary, Treasurer

### VI — Incorporators

```
The name and address of each incorporator:
  [Full Name], [Street Address, City, State, ZIP]
```

Include signature block; add notary acknowledgment if state requires.

### VII — Duration and Effective Date

```
The duration of the corporation shall be perpetual.
These Articles become effective [upon filing / on [DATE]].
```

### VIII — Additional Provisions (Recommended)

**Director Liability Limitation:**
```
A director shall not be personally liable for monetary damages for breach of
fiduciary duty except for: breach of duty of loyalty; acts not in good faith or
involving intentional misconduct or knowing violation of law; or transactions
from which the director derived an improper personal benefit.
```

**Indemnification:**
```
The corporation shall indemnify directors, officers, employees, and agents to
the fullest extent permitted by [STATE] law.
```

**Amendment Procedure:**
```
These Articles may be amended by affirmative vote of [X]% of directors then in
office, provided no amendment to Article III or IV shall adversely affect
qualification under IRC § 501(c)(3).
```

## Pitfalls and Checks

| Topic | Rule |
|---|---|
| § 501(c)(3) irrevocability | Article IV cannot be amended or removed without jeopardizing exempt status — flag any request to weaken |
| Private benefit doctrine | Purpose statement must not imply substantial private benefit; see Treas. Reg. § 1.501(c)(3)-1(d) |
| Excess benefit (§ 4958) | Conflict-of-interest and compensation policies belong in bylaws; flag during formation |
| State variance | Mandatory provisions, designators, agent rules, fees, formatting differ by state — verify at Secretary of State |
| Name availability | Re-confirm before filing; some states require separate reservation |
| Post-incorporation | Flag next steps: EIN (Form SS-4), Form 1023/1023-EZ, state tax exemption, AG charitable trust registration, solicitation registration |