Starting a Nonprofit organization in Idaho as a corporation is governed by the Idaho Nonprofit Corporation Act. (Title 30 Chapter 3). The complete act can be assessed here.
Scope of the Act
The rules of this Act can be used to incorporate –
a) Public Charitable organizations (as per section 501(c)(3) of the IRS code, 1986)
b)Private Foundation (as per section 509(a) of the IRS code, 1986)
c)Religious organizations or any other type of nonprofit organization.
For more information – see type of nonprofit organizations.
Eligibility for starting a nonprofit corporation in Idaho
1. Minimum one incorporator required.
2.The minimum number of directors for starting a nonprofit is 3.(not applicable to religious organizations)
Must be represented by a ‘registered agent‘ who has a valid street address of Idaho (P.O Box not accepted.)
3. Must have a valid street address of Idaho for its registered address. (This can be same or different from the address of its principal place of business)
Steps Involved in Starting a nonprofit organization in Idaho
Step 1) Choosing a Name – The Act lays down specific rules for naming of an organization. The important provisions in this regard are –
a) The corporate name must contain any one of the following corporate designators -incorporated, company, corporation, limited or an abbreviation for these designators. If the designator “company” or its abbreviation is used, it should not be immediately preceded by the
word “and” or its symbols or abbreviation. (viz names like XYZ & Co are not allowed)
b)Name can be in any other language other than English, provided it is written in English equivalent in the application.
Click here for other important factors to be kept in mind when deciding a name for a starting a nonprofit organization.
Step 2) Preparing the Incorporation Documents (Article of Incorporation)
As per the Act, The articles of incorporation must include the following clauses – A corporate name that satisfies the requirements mentioned above,The purpose(s) for which the organization is being instituted, (can also be stated as “transaction of any lawful activity”), the names and addresses of the initial directors of the proposed nonprofit organization, the valid street address of the organizations initial registered office and address of the place of business (if different from the registered office), the name and address of its initial registered agent, The name and address of all the incorporators, the membership provision clause (specifying whether membership is allowed and the class of members if any), a dissolution clause which explains the provision related to handling assets of the organization, if it is to be dissolved.
Additionally the articles of incorporation may include (not mandatory) any clauses related to regulation and management of the affairs of the organization, qualifications, powers and obligations of directors/officers/members etc. (other than those provided by the Act), provisions applicable for membership – like qualifications, membership fee, duties, powers, forfeiture etc).
Mandatory clauses for IRS tax exemt recognition – The articles must contain the purpose clause and the dissolution clause if it plans to seek tax exempt recognition under Section 501(c)(3) or any other section of the IRS code.
Additionally, it is a good practice to include the specific sections to the articles under which the exemption would be sought.
You can download the Secretary of State prescribed sample article of incorporation for Idaho nonprofit organization here. (This is the bare minimum – needs to be modified with additional clauses)
A more exhaustive sample Articles of Incorporation for Idaho can be downloaded here.
Executing the Articles of Incorporation
The above documents must be printed or type written on white paper (on one side only) and must be signed across by the all initial board members as specified in the Articles of incorporation. If the Articles does not specify the initial directors, the documents are then to be signed by the incorporators.
Whosoever signs the document is also required to mention beneath his signatures the capacity in which he is signing. ( as a director/incorporator or attorney,fiduciary etc).
Step 3) Filing for Incorporation
Filing fee – The filing fee payable is as follows –
$30.00 towards filing of Articles of incorporation (mandatory fee)
$20.00 for expedited filing (optional)
$20.00 for reserving name in advance (optional)
$10 for receiving certificate of existance (optional but recommended)
The payment is to be done through separate checks made favoring the “Secretary of State”
Where to file for Nonprofit Incorporation in Idaho
The above set of documents along with check for the filing fee should be mailed to personally delivered to the office of the Secretary of State Idaho at:
Office of the Secretary of State
450 N 4th Street
PO Box 83720
Boise ID 83720-0080
For any queries/help on the subject you can call at (208) 334-2301 – (Helpdesk – Office of Secretary of state)
Time required -The entire process can be completed in 3-5 days time ( within 8 hours in case you apply for expedited filing).
The time required for completing the incorporation primarily depends on your level of pre filing preparation.
Proof of Filing – The incorporators can request for a “certificate of existence” from the office of secretary of state against payment of $10. This is a conclusive evidence that the nonprofit organization has come into a formal legal existance.
Conclusion- A large number of people file these documents on their own. If you wish to outsource this part, there are several same-day incorporation service providers that can do this in your behalf. (You can search for them on the net).
Even if you decide to use the services of the professional ‘registered agents’, you should ideally draft your own articles and bylaws and have them ratified if needed by the service providers.
You should not let a third party draft them at the time of starting a nonprofit because this will eventually govern how your nonprofit functions on a day to day basis.