Online Lesson: Articles of Incorporation for Nonprofit Organizations

Lesson Title

Forming Your Nonprofit: Understanding Articles of Incorporation

Lesson Length

20–30 minutes

Learning Objectives

By the end of this lesson, you will be able to:

• Understand what Articles of Incorporation are and why they are required

• Identify the six required components of nonprofit Articles of Incorporation

• Draft compliant Articles of Incorporation for filing with your Secretary of State

• Avoid common mistakes that delay nonprofit approval

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Lesson Overview

Once you’ve chosen your nonprofit’s name and purpose, the next critical step is officially registering your organization with the state. This is done by filing your Articles of Incorporation with the Secretary of State.

The Articles of Incorporation legally create your nonprofit and lay the foundation for:

• Tax-exempt status (501(c)(3))

• Opening bank accounts

• Applying for grants

• Establishing credibility

While requirements vary slightly by state, all nonprofit Articles of Incorporation must include six essential parts.

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Section 1: Name of the Nonprofit Organization

Your nonprofit name must:

• Be unique and distinguishable from other registered entities

• Be easy to remember and reflect your mission

• Include an organizational identifier such as “Inc.”, “Corporation”, or “.org”(state-dependent)

📌 Tip: Always search your Secretary of State’s business name database before filing.

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Section 2: Business Address

Your nonprofit must list a physical business address:

• Must be located in the state of incorporation

• Cannot be a P.O. Box

• Cannot be listed “in care of” another individual or business

📌 Why this matters: This address becomes part of the public record and is used for official correspondence.

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Section 3: Service of Process (Registered Agent)

Your nonprofit must designate a Service of Process, also known as a Registered Agent.

The agent:

• May be an individual or a corporation

• Must have a physical address in the state of incorporation

• Is responsible for receiving legal and government documents

📌 Important: The agent’s full legal name and address must be listed exactly as required.

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Section 4: Purpose Statement

The purpose statement has two required parts:

4a. General Purpose Statement

This language is typically pre-written in state forms and should state:

“This corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the nonprofit public benefit corporation law for…”

You will then select:

• Public purposes

• Charitable purposes

• Or both

4b. Specific Purpose Statement

This section clearly explains what your nonprofit does.

📝 Example:

“The specific purpose of this corporation is to provide career training, financial literacy education, and re-entry support services to underserved communities.”

📌 Tip: This statement should align closely with your future 501(c)(3) application.

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Section 5: Additional Required Statements

There are four mandatory statements that must be included exactly as written. These statements establish compliance with IRS 501(c)(3) rules and should not be altered.

Required Statements:

a.

This corporation is organized and operated exclusively for the purposes set forth in Article 4 hereof within the meaning of Internal Revenue Code Section 501(c)(3).

b.

No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.

c.

The property of this corporation is irrevocably dedicated to the purposes in Article 4 hereof and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer, or member thereof or to the benefit of any private person.

d.

Upon the dissolution or winding up of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable, educational, and/or religious purposes and which has established its tax-exempt status under Internal Revenue Code Section 501(c)(3).

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Section 6: Signatures

• All incorporators must sign the Articles of Incorporation

• Signatures confirm the accuracy and intent to form the nonprofit

📌 Note: Some states allow electronic signatures when filing online.

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Common Mistakes to Avoid

🚫 Using a P.O. Box as the business address

🚫 Modifying required IRS language

🚫 Writing a vague or overly broad purpose statement

🚫 Forgetting required signatures

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Knowledge Check (Quick Quiz)

1. Can a nonprofit use a P.O. Box as its business address?

2. How many required additional statements must be included.

3. Why is the purpose statement critical for IRS approval?

4.what is the purpose of a registered agent?