Non profit : sample article of incorporation

Articles of Incorporation of (name of nonprofit corporation).

The undersigned, a majority of whom are citizens of the United States, desiring to form a Non-Profit Corporation under the Non-Profit Corporation Law of (name of state), do hereby certify:

Article I          The Name of the Corporation shall be _________.

Article II       The place in this state where the principal or registered office of      the

Corporation is to be located in the City or County of _______and the street address is___________.

Article III   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 the corresponding section of any future federal tax code.

Article IV         Members: If the corporation is to have

no members, include a statement to that effect.  If the corporation is to have one or more classes of members, describe the different classes and include the qualifications and voting or other rights of members in each class.  Or you can indicate that such membership provisions will be set forth in the corporation’s by-laws.

Article V   Director Selection:

Article VI              Registered Agent:

A. Provide the name of the corporation’s initial registered agent.  The corporation may not serve as its own registered agent.

B. Indicate the qualification of the registered agent.  Registered agent must be an individual who resides in the state of filing AND is either an initial director of the corporation or meets the eligibility criteria mentioned in the ‘registered agent’ section of the sate statue. Some states allow a domestic or foreign stock or non-stock corporation, limited liability company, or registered limited liability partnership to act as resident agent, other states do not.  No other person or entity may serve as the registered agent.

  • Article VII  The names and addresses of the persons who are the initial  directors of  the Corporation are as follows:  ________.
  • Article VIII   No part of the net earnings of the corporation 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 Article III hereof. 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 these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
§               If reference to federal law in articles of incorporation imposes a limitation that is invalid in your state, you may wish to substitute the following for the last sentence of the preceding paragraph:  “Notwithstanding any other provision of these articles, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes of this corporation.”

  • Article IX      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.
  • Article X       Incorporator(s): One or more persons must sign the articles of incorporations in this capacity.  IRS suggested language: In witness whereof, we have hereunto subscribed our names this ____ day of ____, 20__.
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About the Author:

Adrian B. Bennett is an attorney and nonprofit consultant by profession. He provides development sector legal services in areas of formation of nonprofit organizations, choice of entity, tax exemption, private foundation tax law, corporate governance and advocacy. He serves as a legal adviser to several non profit organizations in and around Florida.

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2 Responses to “Non profit : sample article of incorporation”

  1. Dan says:

    I’ve heard it is a good idea to help draft the Articles of Incorporation because4 these will also be sent to the IRS with the 503(c) filing. I’m wondering if using the components of this document you have provided would be sufficient for someone who wants to write the articles without the help of an attorney?
    I don’t think a hired attorney would do any thing much different than following this format.

  2. Frank says:

    If i were advising a friend i would say yes – attorneys wont do things much differently but for an official reply i will not say that.

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