Writing Bylaws for Your Nonprofit: A Practical Guide
Bylaws are the backbone of your nonprofit. They provide the rules and structure needed to ensure smooth operation and effective governance. If you're...
2 min read
Now you're ready to make your nonprofit official! You'll need to file what's referred to as either "Articles of Incorporation" or "Certificate of 'Formation' or 'Incorporation.'" We'll refer to this document as your Articles.
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Step 1: Understanding the Purpose of Articles of Incorporation
The Articles of Incorporation is a document that you file with the state in which you chose to form your nonprofit. Without the articles, your nonprofit does not have the legal authority to conduct business.
They also serve as the legal backbone of your nonprofit, providing essential information about your organization's structure, purpose, and governance.
How To Draft Your Articles
Drafting your Articles with the correct legal language is especially important for nonprofits. The IRS requires that you include specific text in the Articles if you want to receive 501c tax-exempt status.
Fortunately, each state has its own template version that can make this incredibly for you. For most states, they either instruct you precisely what to write, or they provide a pre-filled template for you.
Achieve Tax-Exempt Status for Your Nonprofit
What To Know When Drafting
Here are some concepts you'll want to understand when drafting your Articles.
Membership or Nonmembership Nonprofits
Nonprofits may choose to be either a membership or nonmembership nonprofit. Most public charity nonprofits are nonmembership. For nonmembership nonprofits, the nonprofit's decisions are driven by a board of directors and are more likely to serve the public. On the other hand, membership nonprofits are more typically focused on serving their members (e.g. a golf club with members). Read our Deep Dive on this if you want to learn more about which to choose.
Who is the Incorporator?
Your incorporator is the individual who files the corporation’s articles of incorporation (sometimes called a “certificate of incorporation”). Most people choose themselves. And sometimes, if someone hires an attorney, the attorney will be the incorporator.
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Registered Agent
Your registered agent receives all your court filings. It must be someone or an entity with a physical address in the state where you’re filing the Articles.
Because the registered agent will receive all official mailings, make sure that the registered agent’s information is always up to date with the Secretary of State. Often, the corporation’s owner (i.e. the shareholder) is the registered agent. However, you can also choose a third-party service for this function.
Directors
While most states don't require you to list your directors on your Articles, a few do (e.g. Texas). If this is required and you're not yet sure who else you want to be a director (minimum of 3 directors in most states), see our Nonprofit Guide on this topic.
Do I need a business lawyer?
The biggest question now is, "Do I need a business lawyer?” For most businesses and in most cases, you don't need a lawyer to start your business. Instead, many business owners rely on Legal GPS Pro to help with legal issues.
Legal GPS Pro is your All-In-One Legal Toolkit for Businesses. Developed by top startup attorneys, Pro gives you access to 100+ expertly crafted templates including operating agreements, NDAs, and service agreements, and an interactive platform. All designed to protect your company and set it up for lasting success.
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Protect your business with our complete legal subscription service, designed by top startup attorneys.
- ✅ Complete Legal Toolkit
- ✅ 100+ Editable Contracts
- ✅ Affordable Legal Guidance
- ✅ Custom Legal Status Report
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Chris Daming, J.D., LL.M. : Oct. 10, 2024
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