Public Benefit Nonprofit Articles of Incorporation
Public benefit corporations are formed at the state level by filing Nonprofit Articles of Incorporation with the office of the secretary of state or an equivalent state agency. Public benefit corporations almost always pursue federal tax-exempt status, so our free Public Benefit Articles of Incorporation template includes the special language and provisions required by the IRS for 501(c)(3) tax-exempt organizations.
Public Benefit Articles of Incorporation – Free Template
You can use our adaptable template for writing Mutual Benefit Nonprofit Articles of Incorporation, but keep in mind that the form and the instructions below do not constitute legal advice and should not replace competent legal counsel.
What should Public Benefit Nonprofit Articles of Incorporation include?
The states set their own requirements for forming a public benefit corporation, but most states hold certain basic requirements in common when it comes to a public benefit corporation’s Nonprofit Articles of Incorporation. Our free Public Benefit Articles of Incorporation template includes the requirements most common from state to state:
Article 1: Name
The most common naming rules include ending the name with a corporate suffix (“inc.,” “corporation,” and so on), choosing a name that’s different from those of companies on record with the state, and avoiding names that mislead consumers. Concerned that your name might already be taken? Not to worry. You can do a business name search to check for your name’s availability in advance of filing.
Article 2: Existence
Your nonprofit can exist perpetually (without a specific end in sight) or have a fixed period of duration. Most nonprofits choose to exist perpetually.
Article 3: Effective Date
Your public benefit nonprofit’s effective date is when its state filing becomes official. The effective date is usually the same as the filing date, but some states allow nonprofits to delay their effective dates up to around 60 or 90 days.
Article 4: Members
This article indicates if your nonprofit corporation will or will not have members.
Article 5: Type of Nonprofit Corporation
This article identifies the type of nonprofit corporation you intend to form: a public benefit corporation.
Article 6: Registered Agent and Office
A registered agent is an individual or business that receives legal notices and other official state documents on your nonprofit’s behalf. Your articles will include the registered agent’s name and the street address (called a “registered office”) where the agent where receive service of process. You can appoint an individual, but we recommend hiring a registered agent service like Northwest.
Article 7: Principal Office
Your nonprofit’s principal office is the main place where it does business (basically, its official address). Most states will expect you to include a street address here, though it usually doesn’t need to be an address in the state where you’re incorporating your nonprofit.
Article 8: Mailing Address
If your nonprofit has a mailing address that differs from the street address of its principal office, include that mailing address here.
Article 9: Directors
This article includes the names and addresses of your organization’s initial directors. It’s common for nonprofit’s to have at least three initial directors, but state requirements vary.
Article 10: Indemnification
This article secures the nonprofit’s directors, officers, incorporators, members, and employees against personal liability for the nonprofit’s, so long as their actions are legal and in good faith.
Article 11: Purpose
This article describes your nonprofit’s purpose. If your nonprofit intends to seek 501(c)(3) federal tax-exempt status, its statement of purpose must contain specific tax-exempt language required by the IRS—language already included in Northwest’s free Nonprofit Articles of Incorporation template. In general, 501(c)(3) status describes public or private charities focused on the pursuit of charitable, religious, educational, or scientific goals.
Article 12: Prohibited Activities
If your nonprofit wants to qualify as a 501(c)(3) tax exempt organization, it must permanently dedicate its income and assets to IRS-approved nonprofit purposes (apart from reasonably compensating individuals for services rendered), ensure that the carrying on of propaganda and/or lobbying never makes up a substantial part of the organization’s activities, and avoid political campaign activism altogether. This article includes specific IRS language disallowing these activities.
Article 13: Distributions Upon Dissolution
Nonprofits seeking 501(c)(3) tax-exempt status must ensure that their income and assets never go toward personally enriching their directors, officers, members, or any other individual—and this includes if or when the nonprofit shuts down. This article—the dissolution clause—ensures that, apart from paying its debts, any distributions made in the event of the nonprofit’s dissolution will go toward furthering its nonprofit goals or get distributed to the federal, state, or local governments exclusively for the public benefit.
Article 14: Incorporator
Your incorporator is just the person who submits your Public Benefit Nonprofit Articles of Incorporation, and an incorporator doesn’t need to be otherwise connected to your nonprofit. When you hire Northwest to start your nonprofit, we’ll serve as your incorporator, and our information will go here.
Are Public Benefit Nonprofit Articles of Incorporation requirements the same in each state?
No. The states decide on their own requirements for public benefit nonprofits. They have their own filing methods, processing times, fees, and forms. This information is usually available at your state department’s website, but Northwest has already done the research for you. Simply visit our Nonprofit Guide and select your state to get the details you need.
What is the process for filing Public Benefit Nonprofit Articles of Incorporation?
Public Benefit Nonprofit Articles of Incorporation get filed at the state level. To form your public benefit nonprofit, you’ll submit your articles to the agency in charge of business formations in your state (usually the secretary of state). Once the state approves your articles, however, your public benefit nonprofit still has more to do. You’ll need to get a federal employer identification number (EIN or FEIN) from the IRS, start a bank account for your nonprofit, and obtain any required state permits and licenses. You’ll also need to apply to the IRS for 501(c)(3) tax-exempt status, if your organization intends to go that route, and possibly register as a charity with the state.