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Non-Profit Sample Article of Incorporation

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Articles of Incorporation, Not for Profit Organization, with Tax Provisions

Articles of Incorporation of , a Nonprofit Corporation

The undersigned, pursuant to hereby executes the following document and sets forth:

1. Type of Corporation: Nonprofit

2. The name of the corporation is .

3. The future effective date is (Complete if applicable):

4. The period of duration is years or perpetual.

5. The purpose of the non-profit corporation is (set forth purpose)

6. Name and Street Address of the Registered Agent and Registered Office is

7. The name and complete address of each incorporator are as follows:

Name and Address:

Name and Address:

Name and Address:

8. Other Provisions:

8.1 Notwithstanding any other provision of these Articles, the purposes for which the corporation is organized are exclusively for charitable, religious, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision of any future United States Internal Revenue Law.

8.2 This corporation is organized exclusively for charitable, religious, and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision of any future United States Internal Revenue Law

8.3 No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, trustees, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in this Article and Article 5. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue Law).

8.4 Upon the dissolution of the corporation, the Board of Directors shall, after paying or making provision for the payment of all of the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purposes of the corporation in such manner as the Board of Directors shall determine, or to such organization or organizations organized and operated exclusively for charitable, religious, or educational as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United State Internal Revenue Law). Any such assets not so disposed of shall be disposed of by the chancery court of the county in which the domicile of the corporation is then located, exclusively for such purposes to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

8.5 The corporation shall also have all rights and powers that are reasonably necessary to accomplish the stated purposes of the corporation.

9. Signatures of Incorporators:

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What the Non-Profit Sample Article of Incorporation Is

A Non-Profit Sample Article of Incorporation is a templated legal document used to create a nonprofit corporation under state law. It sets out the organization's name, purpose, registered agent, initial directors, and dissolution provisions needed for state filing. The document provides the statutory backbone for governance, enables application for federal tax exemption under section 501(c)(3) or other subsections, and supports opening bank accounts and entering contracts. Use the template as a starting point and adapt language to match state-specific filing requirements and the nonprofit's mission and governance structure.

Why a Clear, Complete Article of Incorporation Matters

Filing accurate articles establishes the nonprofit as a legal entity, limits founder liability, creates a governance framework, and is a prerequisite for tax-exempt status and many grants. Clear articles reduce processing delays, minimize risk of rejection by the Secretary of State, and simplify later compliance such as annual reports and state tax registrations.

Why a Clear, Complete Article of Incorporation Matters

Who Typically Prepares and Uses This Template

Founders, volunteer leaders, nonprofit attorneys, and operations staff commonly draft or adapt sample articles when forming or reorganizing a nonprofit corporation.

  • Founders and organizers drafting initial formation documents and selecting governance terms.
  • Board members or corporate secretaries maintaining corporate records and confirming filings.
  • Attorneys and compliance professionals ensuring state statutory language and tax-exempt requirements are met.

Use the sample as a baseline, then confirm state filing details and IRS tax-exemption language before submission.

Basic Steps to Complete the Sample Articles

Follow these four completion stages to prepare a file-ready document for filing with the state.

  • 01
    Draft: Populate required fields and adapt purpose language to your mission.
  • 02
    Board Approval: Adopt the articles as required by incorporator or initial director action.
  • 03
    File: Submit to the Secretary of State with required fee and signature.
  • 04
    Post‑Filing Tasks: Obtain EIN, adopt bylaws, and apply for tax exemption if eligible.

How to Configure an Online Filing Workflow

Set up an e-filing workflow to collect signatures, verify identity, and send the resulting PDF to required recipients.

Field Configuration
Upload Template Import PDF/DOCX and map signature and date fields.
Signer Roles Assign roles (Incorporator, Director) and email addresses.
Authentication Choose email or SMS code; use stronger auth for notarization.
Routing Rules Set signing order and automatic distribution after completion.

Where to File and Who Receives the Final Document

After completion, route the signed articles to the state filing office, retain corporate records, and distribute copies to stakeholders.

  • Secretary of State: File the signed articles with the state's filing office per local instructions.
  • Corporate Records: Retain an original signed copy in the corporate minute book.
  • EIN Application: Use the filed articles to obtain an EIN from the IRS.
  • Tax‑Exemption: Include final articles with IRS Form 1023/1023‑EZ when required.

Digital Signing and eSubmission Considerations

Use an eSignature platform that supports PDF and DOCX, audit trails, and required signer authentication for state filings and donor compliance.

  • File Formats: PDF, DOCX, and HTML supported
  • Authentication: Email, SMS, and advanced options
  • Integrations: CRM and cloud storage

Confirm the Secretary of State accepts electronically filed articles; when notarization or witnesses are required, include remote online notarization or in-person steps as necessary.

Core Components to Include in Professional Articles

A professional article set includes standard statutory provisions and clauses that clarify governance, purpose, and asset disposition.

Name and Location

Full legal name and principal office address establish jurisdiction and identify the registered entity for public records and contracts.

Purpose Clause

A concise statement of charitable or nonprofit purpose supports state compliance and IRS review for tax exemption eligibility.

Registered Agent

Designating a registered agent ensures legal service and notices are received; include physical street address in the state of formation.

Board and Directors

Identify initial directors or provide a statement describing how directors will be appointed and their initial term lengths.

Dissolution and Asset Distribution

Specify that assets will transfer to another tax-exempt entity on dissolution, consistent with 26 U.S.C. §501(c)(3) where applicable.

Bylaws Reference

Reserve authority for adopting bylaws and indicate which entity or office will approve bylaws post‑incorporation.

Essential Data Elements Required in the Form

Entity Name: Full legal name
Purpose: Charitable purpose statement
Registered Agent: Name and street address
Incorporator: Name and address
Initial Directors: Names and city/state
Dissolution Clause: Asset disposition language

Practical Tips for Accurate and Efficient Filing

Follow these best practices to reduce rework and ensure the articles support later tax and grant applications.

Use Precise Purpose Language
Draft a purpose clause that aligns with IRS categories if seeking 501(c)(3) status; vague or overly broad language can delay or complicate exemption determinations.
Check State-Specific Requirements
Confirm required clauses, filing formats, fees, and whether initial director names are mandatory; each Secretary of State may have unique rules.
Keep Copies and Audit Trail
Retain executed originals, minutes of adoption, and a timestamped audit trail for e-signed copies to support legal and grant audits.
Coordinate Tax and Banking Steps
After filing, obtain an EIN, open a bank account in the corporate name, and begin any required state and local registrations for fundraising or sales tax.

Common Errors to Avoid When Preparing Articles

  • Leaving required fields blank or entering mismatched names that differ from the name used on other registrations.
  • Using overly broad or vague purpose statements that hinder IRS 501(c)(3) determinations and grant eligibility.
  • Omitting a dissolution clause that specifies distribution of assets to another tax-exempt entity.
  • Failing to confirm state filing formats, causing rejection for improper signatures or incorrect attachments.

Risks and Consequences of Incorrect Articles

Tax-Exempt Denial: IRS denial of 501(c) status
Personal Liability: Founders exposed to liability
Grant Ineligibility: Loss of funding opportunities
Filing Rejection: State rejects or returns filing
Late Fees: Additional state charges
Recordkeeping Gaps: Audit or legal compliance failure

Typical Timeline and Next Deadlines After Filing

Use this checklist to track immediate post‑filing tasks and ongoing compliance obligations.

File Articles:

Submit to Secretary of State; processing times vary by state.

Obtain EIN:

Apply to the IRS using the filed articles as proof of formation.

Apply for Tax Exemption:

Prepare Form 1023 or 1023‑EZ if seeking 501(c)(3) status.

Adopt Bylaws:

Board adopts bylaws and elects officers soon after filing.

Annual Reports:

File required state annual or biennial reports per local schedule.

How Organizations Use Sample Articles in Practice

These short examples show how the template adapts to different nonprofit missions and practical needs.

Community Food Bank

A local food bank adapted the sample to add emergency relief language

  • The board approved the adapted clause at first meeting
  • Final, filed articles supported the group's grant applications and banking setup by providing clear charitable purpose and dissolution terms.

Neighborhood Arts Collective

An arts collective used the template to define educational and cultural purposes

  • Incorporators listed an initial three-person board
  • The resulting articles simplified the later IRS exemption application by aligning purpose language with nonprofit standards.

eSignature Vendor Comparison for Filing and Signing Articles

Comparing common eSignature vendors for document execution and secure storage; signNow is listed first per vendor comparison conventions.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by vendor Varies by vendor Yes, limited Yes, limited
Bulk Send Yes (Business Premium) Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Frequently Asked Questions About Using the Sample Articles

Answers to common questions about legal validity, signing, filing, and post‑filing obligations for the sample articles.


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