How to Write the Articles of Incorporation for a Nonprofit

To create articles of incorporation for a nonprofit, you first have to get the papers you need from the appropriate state office. That office may provide sample articles of incorporation and instructions about how to prepare your own. Pay close attention to the instructions and follow them step by step. It may be as simple as filling in the blanks.

Although articles of incorporation can be amended, it requires filing additional forms and paying more fees, so it’s better to spend time getting them right the first time.

Most states charge a fee for filing for incorporation. If your state requires a fee, include a check or money order with the articles and any other required forms.

Heading

You must put a heading on your articles so they can be identified. Sometimes you’re required to add a short paragraph after the heading, stating that the incorporators adopt the following articles under the [state code number under which you’re filing] of [state name].

Article I

You insert the name of your organization in Article I.

Article II

Some states require that you affirm that your corporation is perpetual. If your state does require that affirmation, put it in Article II.

Article III

Article III is a good place to state the organization’s purpose. This article is probably the most important, because state authorities and the IRS review it to determine whether your organization qualifies as a charitable entity.

Remember that 501(c)(3) organizations must be organized for a charitable, religious, educational, literary, or scientific purpose.

This article also must include a statement of exempt purpose under the IRS code:

This corporation is organized exclusively for charitable, literary, and educational purposes, including for such purposes the making of distributions to organizations that qualify under section 501(c)(3) of the Internal Revenue Code or any corresponding section of any future federal tax code.

You must state that no proceeds of the corporation will enrich any individual, except that reasonable compensation may be paid in exchange for services to the corporation.

Finally, in this article, you must note that if the corporation is dissolved, any assets remaining will be distributed to another corporation that serves a similar purpose and qualifies as a tax-exempt, charitable organization under the provisions of 501(c)(3) of the Internal Revenue Code.

Article IV

All articles of incorporation identify the name and address of an agent of the corporation, someone to whom mail can be addressed. This address is considered the address of the corporation until changed. Include the person’s name and street address.

Article V

Put the initial directors’ names and addresses in Article V.

Article VI

In Article VI, you list the incorporators’ names and addresses. Incorporator simply refers to the person or people who are creating the corporation.

Article VII

If you want your corporation to have members, you define the qualifications for membership in Article VII. If you don’t want members, all you have to say is, “This corporation has no members.” Better yet, refer the question to your bylaws, which are easier to amend if you change your mind.

Article VIII

You may not need an Article VIII in your articles of incorporation. Some forms have a blank space here to add additional provisions. Use this blank space cautiously.

Signed, sealed, and delivered

After you finish writing your articles of incorporation, they must be signed by the incorporator(s) and mailed to the appropriate state office with the required fee enclosed.

If your articles are in order and your corporate name passes muster, you receive a certified copy of the articles, stamped with an official seal. Make copies and put the original away for safekeeping in a fireproof box.