| name | articles-of-incorporation-nonprofit |
| title | Articles of Incorporation — Non-Profit Corporation |
| description | Drafts filing-ready Articles of Incorporation for U.S. non-profit corporations satisfying state corporate law and the IRS organizational test under IRC § 501(c)(3). Enforces mandatory exempt-purpose language, private inurement prohibition, dissolution clause, and political activity limitations. Use when forming a new non-profit, charitable corporation, or tax-exempt entity seeking 501(c)(3) recognition. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/articles-of-incorporation-nonprofit |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | corporate |
| language | en |
| tags | ["agreement","drafting","research"] |
Articles of Incorporation — Non-Profit Corporation
Draft filing-ready Articles of Incorporation for a U.S. non-profit corporation satisfying state formation requirements and the IRS organizational test under IRC § 501(c)(3).
Prerequisites
Collect before drafting:
- Corporate name — confirmed available via Secretary of State entity search
- State of incorporation — determines controlling statute, mandatory provisions, fees, formatting
- Registered agent — legal name + physical in-state street address; written consent if state requires
- Incorporators — legal names and mailing addresses (typically 1–3; check state minimum)
- Mission and programs — activities, beneficiaries, geographic scope (sufficient for Form 1023)
- Governance model — membership vs. directorship; director count/range; officer titles; terms
- Effective date — immediate upon filing or delayed (confirm state max lead time)
Quick Start
- Confirm name availability at Secretary of State
- Draft articles I–VIII in sequence below
- Verify each provision against the state's non-profit corporation statute
- Include all three Article IV tax-exemption blocks — these are non-negotiable for 501(c)(3)
- Format per Secretary of State requirements (margins, font, cover sheet)
Article Sequence
I — Corporate Name
The name of the corporation is [FULL LEGAL NAME].
- Include state-required designator ("Inc.", "Corp.") if mandated
- Name must not imply commercial, political, or non-charitable character
- Re-confirm availability immediately before filing; reservation may be needed
II — Registered Office and Agent
The address of the initial registered office is [STREET ADDRESS, CITY, STATE, ZIP].
The initial registered agent at such address is [FULL LEGAL NAME].
- Must be physical in-state address (no PO boxes)
- Attach agent consent form if state requires
III — Purposes
Lead with IRS organizational test language, then specific mission:
This corporation is organized exclusively for charitable, educational, religious,
and/or scientific purposes within the meaning of IRC § 501(c)(3), as amended, or
the corresponding provision of any future United States Internal Revenue law.
Specifically, the corporation's purposes include: [PROGRAMS, TARGET POPULATION,
GEOGRAPHIC SCOPE — sufficient for Form 1023 scrutiny].
