What are Articles of Incorporation? - The Birth Certificate of your Nonprofit

What are Articles of Incorporation? - The Birth Certificate of your Nonprofit

The organizing document for the company; it states the organization’s specific purposes, incorporators, etc. The outline will vary from state to state. Here is a common frame work of the articles: 

What Do Articles of Incorporation Look Like?

Each state requires its own unique language and terms in the 501(c)(3) Articles of Incorporation. Below we have provided a basic sample outline of what Articles of Incorporation will look like, but it is a general example and may not adhere to the requirements of your state.

Article I: Name

The name of the corporation is: _________ .

Article II: Duration

How long will your organization run? Odd question, right? Did you know that the IRS rarely grants tax exempt status to organizations that do not state that their organization’s duration is perpetual? 

The period of duration of the corporation is perpetual.

Article III: Purpose

The purpose of your organization must align with 501(c)(3) guidelines. In this area of your Articles of Incorporation, you can include information you’ve drafted in your mission statement here. Heads up! Don’t be too specific in this clause, because if your nonprofit organization expands in the future, you may have to amend this language.

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 the corresponding section of any future federal tax code.

Article IV: Nonprofit Nature

This section includes a dissolution clause and a personal liability statement. In the eyes of the IRS, this is perhaps the most important clause in the 501(c)(3) Articles of Incorporation.

Article V: Board of Directors

The IRS states you must have a minimum of three board members, with their names listed. If you aren’t finished gathering your Board of Directors, that is okay. Insert the names and titles of the individuals you have assigned, and you can amend this area later.

Article VI: Membership

Although most nonprofits do not have members because they rely on their Board of Directors and bylaws for governance, you still need to include a clause with specific language as to whether or not you will have members in relation to the nonprofit’s governance. 

(Organization’s name) shall have no members. The management of the affairs of the corporation shall be vested in a board of directors, as defined by the corporation’s bylaws.

Article VII: Amendments

Eventually, you will make amendments to your 501(c)(3) Articles of Incorporation; therefore, you must include language as to how amendments will be added. 

Amendments to the Articles of Incorporation will be adopted with a ⅔ approval from the Board of Directors.

Article VIII: Addresses

Include the address of your organization in this clause. If your physical address is different from your mailing address, include both.

Article IX: Registered Agent

A registered agent is a person or entity that has been appointed to handle mailing and any arrangements on behalf of the organization. It is usually someone from the Board of Directors or a staff member in the organization. This individual’s address must be in the state in which you are operating.

The registered agent of the corporation is:

(Name and address)

Article X: Incorporator

The incorporator is the individual who signs and dates your 501(c)(3) Articles of Incorporation. It does not need to be a board member or a person who has an affiliation to your organization. Their name, address, and date of signature should be included in this clause. If this is your last clause, include the name and signatures of your Registered Agent and Board of Directors as well. 

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