Corporate names must be distinguishable from all other registered entities in the state of formation. It is important that you conduct a thorough name availability check before filing your articles of incorporation. Certain words cannot be used in corporate names without first obtaining government approval, such as words referencing professional licensing (e.g., accounting).
Type of entity
You will specify whether you are incorporating a nonprofit corporation, mutual benefit corporation, professional corporation, nonprofit cooperative corporation, or other type of entity on your articles.
You are required to specify your registered agent and office in your articles of incorporation. A registered office is where your organization receives service of process (notice of a lawsuit) or other important legal documents. The registered agent is the person or company that receives it. You may use any physical address in your state of formation (not a PO Box). You can also use a registered agent service to serve on your behalf. If you have a home office, are regularly out of the office, or wish to have added privacy of keeping your address off the public record, then using a registered agent service may be in your interest.
Your corporation must have at least one incorporator but may have more. An incorporator is the individual responsible for executing the articles of incorporation. An incorporator is typically any natural person of full age (18 years old). All incorporators must sign, executing, the articles of incorporation.
Stock or non-stock
Many nonprofits are organized on a non-stock basis, meaning no ownership shares are issued. In the event of dissolution, surplus monies are donated to another nonprofit. Nonprofit cooperatives and other certain exceptions may be organized on a stock or non-stock basis. Owning stock in a cooperative gives the shareholder/member the right to vote in company matters such as electing the board of directors.
Members or non-members
A nonprofit should choose whether or not to have members. Certain states restrict your options. Members elect the board of directors and provide a layer of oversight that is important to many nonprofits, especially larger ones. Having members comes with added complexity in management, recordkeeping, and maintenance. You may wish to declare the common bond of membership, membership restrictions, or membership rights and privileges. A nonprofit that is organized on a stock share basis has shareholders instead of members.
Directors are the individuals elected by the shareholders or members to oversee the management of the corporation. Nonprofits that do not have members typically have self-perpetuating boards, meaning the board of directors itself elects new directors to fill vacancies in the board. The board of directors elects corporate officers to run the day-to-day operations and make certain decisions for the corporation. Your corporation must have at least one director. Depending on your state, directors may or may not be required on the articles of incorporation. Your state may require a minimum number of directors at all times.
Officers run the day-to-day operations of the corporation and typically include a president, vice president, secretary, and treasurer. Depending on your state, officers may or may not be required on the articles of incorporation.
Effective date & duration
By default, your corporation will become effective on the date the secretary of state processes your articles of incorporation. You may list a future date if desired. Most organizations indicate “the corporation shall have perpetual existence”, but you can limit the duration of the corporation by stating a specific dissolution date.
Your state may require a provision declaring for what purpose(s) the nonprofit is incorporated. You often must also include a statement that the nonprofit does not contemplate pecuniary gain or profit.
A provision is additional information included in your articles of incorporation. Nonprofits in particular should take time to consider additional statements that should be included in the articles for 501(c)(3), state tax exemption(s), and other eligibility. Any information you provide will become part of public record.
Learn more about the corporate charter and how to file in your state