BlogOrganizational Management Your #1 Guide to Articles of Incorporation (+ Nonprofit Template!) Organizational Management Your #1 Guide to Articles of Incorporation (+ Nonprofit Template!) Author: Sonia Urlando May 5, 2023 Contents 🕑 11 min read The moment where a nonprofit goes from being an idea to a fully-formed organization is a big one! Between recruiting board members and writing bylaws, things can start to feel very real very fast. But the most important final step in making your nonprofit status official is writing your articles of incorporation. If the idea of incorporating feels a little intimidating to you, have no fear! Writing this legal document (and getting it approved) is much easier than you might think. All you need is to understand how it’s done. Here are all of the components of nonprofit articles of incorporation, a step-by-step guide on writing them and a free nonprofit articles of incorporation template. What are articles of incorporation for a nonprofit? For a nonprofit, articles of incorporation are the legal document that officially create your organization. Think of them as your nonprofit’s birth certificate! In order to incorporate (that is, be legally recognized), you need to file this document with the secretary of state. In some states, articles of incorporation are called a certificate of incorporation or corporate charter. But regardless of the name, they do the same thing: establish that your organization is very real! Articles of incorporation are important because they: Register your organization’s name. With your nonprofit’s name officially registered, no other organization in your state can use it. The sooner you get that name set the better—you don’t want to end up losing it! Limit personal liability. With your organization established as a corporate entity, its overall actions are no longer attributed to any one person. This protects your members, board members, directors and more. Add credibility to your nonprofit. With your nonprofit legitimately established, you’re more likely to attract major donors and experience volunteers—both of which are necessary for long-term nonprofit success.. Let you apply for 501(c) federal tax exemption. To register and apply for tax-exempt status (which you want as a nonprofit!) you need articles of incorporation no matter what. Creating your articles of incorporation is a rite of passage when it comes to starting a nonprofit. It means you’re really making this dream come true! Free nonprofit articles of incorporation template Looking for some guidance on writing this legal document? Check out our free articles of incorporation nonprofit template! Measure this template against your specific state’s guidelines and then you should be good to go. Download it here: Preparing to write articles of incorporation When you’re preparing to write your articles of incorporation, there are a few key things to have at the ready: Name Reserving your organization’s name is a must-do! The first step is making sure the name is actually available in your state. To find out, go to your Secretary of State Office website and do a quick business name search. If you aren’t quite ready with your articles but want to reserve your name before it’s snatched up, most states let you file a name reservation. Just be sure to get on top of things nice and early. On the creative front, choose a name that is memorable and relevant to your cause. Many things can be amended, but it’s best to stick with the name you start with if at all possible. Purpose of organization Be sure that you know (and know how to verbalize) the purpose of your organization. Who is it helping, and how? Your mission, vision and values statement will be a great guide to defining your purpose to other people. Being clear and concise is the way to go! Address Your articles of incorporation should also include where your nonprofit is located. If you do not have any specific office, you still need an address. Choose a place where you can receive mail and store financial and other essential documents. Do your best to pick somewhere stable so you don’t have to make frequent amendments. On the other hand, if you have a different mailing address and nonprofit address, be sure to note both and what they are for! Board of directors Before you incorporate, you need to have your board of directors built out. This includes nonprofit board responsibilities and titles, as well as the names of the members themselves. Your board should be there for you during every major step of incorporation and beyond! Bylaws Nonprofit bylaws are sometimes confused for articles of incorporation, but they each serve a different purpose! Where your articles of incorporation are your birth certificate, think of your bylaws as the operating manual for your organization. The articles establish your existence, and the bylaws guide you on how to run. How to file articles of incorporation How you file Articles of Incorporation is dependent on the state your nonprofit is based in. The Secretary of State will oversee all corporations, so their state websites are your go-to place for templates, guidelines and instructions. Here are a few examples of how things are different: Michigan articles of incorporation can be created using this template on the state government’s website. It includes the absolute minimum information you need to incorporate, but you may wish to add more if you want the detail. Texas articles of incorporation include provisions on when the articles are officially adopted. They also don’t include any information about stocks. South Carolina articles of incorporation are even more simplified compared to others! You don’t even need to list out your board members. California articles of incorporation have one line for the purpose statement. Looking at that, you can see how important it is to state your purpose concisely. As you can see, the state you are in definitely changes what you might need to include in your articles of incorporation. Be sure to do the research! 7 steps for writing nonprofit articles of incorporation Writing nonprofit articles of Incorporation might feel intimidating, but it’s actually much simpler than you think! Here’s how to complete the process in 7 simple steps: 1. Get prepared Before you write your articles of incorporation, it’s important to make sure that you have all your basics prepared. As mentioned above, this includes things like your organization’s: Name Address Location Bylaws Board of directors (roles and names) If all of these elements are prepared in advance, this process will be much easier for you. 2. Know your nonprofit’s purpose or mission Every nonprofit is founded around a mission. Your mission, vision and values are what defines the purpose of your organization—it’s why you put the work in each and every day. This might feel like a very big thing to explain! After all, you have a lot of dreams and ambitions for your organization. But when writing your nonprofit articles incorporation, try to distill this purpose into something that is super clear and concise. If you can state your purpose in one sentence, you’re on the right track. 3. Decide if you want 501(c)(3) status You don’t HAVE to aim for 501(c)(3) status, but it’ll certainly benefit you in the long run! This is because getting this legal status gives you special tax exemptions for being a non-profit. In order to get 501(c)(3) status, you need to follow a set of IRS guidelines. These include things like promising not to engage in prohibited political activities, and making sure that if your non-profit dissolves, all remaining assets will be distributed correctly. 4. Look up your state’s requirements As you saw above, the based requirements for your articles of incorporation really depend on your state! Be sure to go on to your State’s website and understand these specific rules that are in place for meeting those requirements. If you’re feeling worried that you might’ve missed something, consider reaching out to a similar nonprofit to ask what their experience was. Remember, other nonprofits are not your competitors—they’re allies in the same cause! 5. Find a template that works for you Templates, templates, templates! Finding the right template can make all the difference in relieving stress when it comes to writing your articles of incorporation. Feel free to search around Google—but we do have a free template above that covers all possible details. 6. Get your draft reviewed and approved Have your board of directors review your draft and give it final approval at your next nonprofit board meeting. Schedule time to discuss your articles of incorporation and make sure you have not missed anything essential. 7. Submit to your Secretary of State Once all of these steps are completed, all that’s left is to submit your articles of incorporation to your Secretary of State! They should typically have them approved within 3-4 weeks, and then you will officially be a registered nonprofit organization. How to amend articles of incorporation for a nonprofit Things change over time, and it is likely that you will eventually end up amending your articles of incorporation. To avoid stress when that happens, set up an amendment procedure in both your bylaws and the draft of your articles of incorporation. Determine what the steps would be to make an amendment. Would you want a majority vote to make an amendment? Would you want it to be unanimous? Make sure your guidelines recognize the gravity of making a change, but are not so difficult to do that you end up stuck. Amending your Articles of Incorporation should remove stress not at it! What’s included in articles of incorporation? Now that you know what to prepare and why articles of incorporation are so important, let’s review some of the elements you could include. The minimum requirements are different depending on your location, but these components are pretty much everything you’d see come up! Name and address. This might seem obvious, but make sure you include the name you have secured for your organization, as well as your nonprofit’s home address and mailing address. Purpose. Pull from your mission, vision and values statement to identify what your purpose is. Make sure your purpose is clear (and absolutely not for profit!), but do not get overly specific. Should your organization’s goals shift slightly, you don’t want to have to go amending your articles of incorporation. Duration. While some organizations are formed temporarily, yours should be running in perpetuity. Typically, the IRS will not grant tax exempt status to any temporary organizations. Stocks. Most states will want to know if your organization is issuing shares of stocks to its members. Exemptions. Listing your exemptions shows that your nonprofit is not doing anything that goes against the rules of the IRS. For example, identifying that your organization does not aim to influence any political legislation is more likely to get you approved! Board of directors. List your nonprofit board member positions (such as chair, secretary and treasurer) along with the full names of who will be filling those roles. Usually, you need a minimum of three people on your board. Membership. Make it clear whether or not your nonprofit will include members! This will demonstrate whether your board and the bylaws manage the goings on, or if things are ever brought to a vote. Registered Agent. A registered agent is the person who will receive your mail, and be the first line of communication and legal situations. Personal liability. Noting that no one in your organization is personally liable for its actions is what identifies the nonprofit as its own entity. Plus, in case of legal trouble, it protects different members of your organization. Dissolution. It might be strange to think about your nonprofit dissolving when you’re just getting up and running, but including a dissolution clause is essential! When they dissolve, nonprofits must distribute their remaining wealth to similarly aligned charitable organizations. Bylaws. Document that the board of directors has the ability to adopt, amend and repeal the bylaws which help guide your organization. Also note that the articles of incorporation ultimately override the bylaws if there is disputing information. Amendments. We mentioned amendments earlier, but just to reiterate, include details of how the process of amending articles of incorporation should look. You’ll thank yourself later if anything needs to change! Incorporators. Finally, include the names of the people who are officially signing off on the articles of incorporation. Sample nonprofit articles of incorporation Want to take a look at sample nonprofit articles of incorporation? This example from the Pennsylvania Department of State is a great guide! Not only has it broken down each element into boxes, it also comes with instructions at the very end to avoid confusion. While articles of incorporation will vary depending on the state you are in, this is a great example of how they might be structured. FAQs Here are a few frequently asked questions about nonprofit articles of incorporation: 1. Where should nonprofit articles of incorporation be shared? Articles of incorporation are public record, and can typically be obtained by the Secretary of State either online or by mail. 2. When you change the name of your nonprofit do you change the articles of incorporation? Yes, if your nonprofit’s name changes, you do have to make an amendment to your articles of incorporation! This is a good reason to pick a name that you want to stick with from the beginning. 3. What is the agent of process for articles of incorporation nonprofit The agent of process is the person who will receive all of the official materials during the articles of incorporation. Think of them as your go-to person when it comes to communicating with your secretary of state. 4. What’s the difference between articles of incorporation and bylaws? Nonprofit bylaws are the operating manual for your organization. They set out all of the rules and regulations to help you navigate situations that may arise in the future with your organization. Articles of incorporation are the legal documents that establish your organization as legitimate and give you tax exempt status. Should there be any disagreement between these two legal documents, the articles of incorporation have the final say. 5. How much does incorporating your nonprofit cost? Depending on the state you’re in, incorporating your nonprofit can cost anywhere between $50 and $200. Trying to figure out worthwhile expenses when you’re starting a nonprofit organization with no money can be confusing, but this is one thing definitely worth paying for! Taking the incorporation leap! Filing your nonprofit articles of incorporation might seem like nothing but paperwork, but it really is a special step. When you incorporate, you’re giving your organization the credibility it needs to really thrive in the nonprofit world. Looking for ways to manage what comes next? Check out WildApricot’s award-winning membership management software! We can help you: Build your membership database Set up a nonprofit website Automate texts and emails with your members Securely process membership payments And more! After all, you have a mission to carry out—let us take some of the administrative work out of it. Sign up for your 60-day free trial today! 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