Nonprofit Articles of Incorporation: What to Include

Your articles of incorporation are the founding legal document of your nonprofit. Filed with your state's Secretary of State (or equivalent agency), they officially create your corporation under state law. Without articles, your organization doesn't legally exist — and you can't apply for an EIN or 501(c)(3) status.

This guide covers every clause you need, the exact IRS-required language, state-specific variations, and the filing process.

What Are Articles of Incorporation?

Articles of incorporation (sometimes called a "certificate of incorporation" or "charter" depending on your state) are a short legal document — usually 2-5 pages — that establish:

• That your nonprofit corporation exists
• Its name and basic purpose
• Who can receive legal documents on its behalf
• What happens to its assets if it dissolves

Once filed and accepted by your state, you receive a certificate of incorporation — proof that your nonprofit is a legal entity. You'll need this certificate to get an EIN, open a bank account, and file Form 1023.

Required Elements (Every State)

Every state requires these core elements, though the exact format varies:

1. Organization Name

Your legal name must be:

• Unique in your state — Search your Secretary of State's business name database before filing
• Include a corporate designator — Most states require "Inc.," "Incorporated," "Corporation," or "Corp." (Some states also accept "Co." or "Company")
• Not misleading — Can't imply government affiliation or use restricted words like "bank," "insurance," or "university" without authorization

You can operate under a different public-facing name (DBA — doing business as) after incorporating, but your legal name is what appears on all official documents.

2. Purpose Statement (IRS-Required Language)

This is the single most important clause in your articles. The IRS requires specific language that limits your organization to exempt purposes under Section 501(c)(3).

Recommended purpose clause:

"This corporation is organized exclusively for charitable, religious, educational, and scientific 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, or the corresponding section of any future federal tax code."

You can also add a more specific description of your particular mission after the general IRS language:

"...including, but not limited to, providing free after-school tutoring to underserved students in the greater Memphis area."

Common mistake: Using language like "this corporation is organized to help people in need" without referencing Section 501(c)(3). The IRS will reject your application if the purpose clause doesn't explicitly reference the code section.

3. Dissolution Clause (IRS-Required Language)

The IRS requires a clause that directs all remaining assets to another 501(c)(3) organization upon dissolution. Without it, your Form 1023 will be rejected.

Required dissolution clause:

"Upon the dissolution of this corporation, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes."

4. Private Inurement Clause

The IRS also requires a statement that no part of the organization's net earnings will benefit private individuals:

"No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, trustees, 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 herein."

5. Registered Agent

Every state requires a registered agent — a person or service designated to receive legal documents (lawsuits, government notices, tax correspondence) on behalf of your organization.

Your registered agent must have:

• A physical street address in the state of incorporation (not a PO Box)
• Availability during normal business hours

Options:

Option	Cost	Pros	Cons
Board member or officer	Free	No cost	Personal address becomes public record
Commercial registered agent	$100-300/year	Privacy, reliability, mail forwarding	Ongoing cost

Many founders start by serving as their own registered agent and switch to a commercial service later.

6. Incorporator(s)

The incorporator is the person who signs and files the articles. This can be any adult — it doesn't have to be a board member. After incorporation, the incorporator's role is complete. The board takes over governance.

Some states require incorporator addresses; others only require a name and signature.

7. Principal Office Address

Most states require the address of your nonprofit's principal office. This can be a home address, rented office, or virtual office. It doesn't have to be in the same state as your registered agent, though it usually is.

Optional (But Recommended) Elements

These aren't required by every state but are recommended:

Board of Directors

Some states ask you to list initial directors in your articles. Even if not required, including them can be helpful:

• Names and addresses of initial directors (typically 3+)
• Statement about minimum and maximum board size

Duration

Most states default to perpetual existence if you don't specify a duration. Only include a specific duration if your organization has a defined end date.

Membership Provisions

If your nonprofit will have voting members (beyond the board), some states require this to be stated in the articles. Most small nonprofits are non-membership organizations where the board is self-perpetuating.

Lobbying Limitations

Adding this clause isn't required but strengthens your Form 1023 application:

"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 (or in opposition to) any candidate for public office."

State-Specific Variations

While the core elements are similar across all 50 states, there are important differences:

State	Notable Requirement
California	Must include a specific statutory reference to CA Corp Code §5130
New York	Certificate of incorporation must be filed in the county clerk's office before the Secretary of State
Texas	Requires a statement about whether the organization has members
Florida	Requires email address of each director on the articles
Ohio	Requires a specific statutory purpose clause referencing Ohio Revised Code
Illinois	Requires a statement about registered agent consent
Pennsylvania	Uses "articles of incorporation" — some other states use "certificate of incorporation"

For your state's specific requirements, including filing fees and agency links, see our state-by-state guide or use the Nonprofit Startup Checklist.

How to File

Step 1: Prepare Your Articles

Write your articles using your state's template (if available) or draft your own using the required elements above. Make sure to include all IRS-required language.

Step 2: Check Your State's Filing Method

Filing Method	Availability	Speed
Online	Most states	1-7 business days
Mail	All states	2-8 weeks
In person	Some states	Same day to 3 days

Step 3: Pay the Filing Fee

Fees range from $0 (Kansas) to $125+ (Pennsylvania). Most states charge $25-75. Many offer expedited processing for an additional fee.

Step 4: Receive Your Certificate

Once your articles are approved, you'll receive a certificate of incorporation (or a stamped copy of your filed articles). Keep this document forever. You'll need it to:

• Apply for your EIN
• File IRS Form 1023
• Open a bank account
• Apply for state tax exemptions
• Register for charitable solicitation

Common Mistakes

1. Missing IRS-required language — The #1 reason for rejected Form 1023 applications. Always include the purpose clause, dissolution clause, and private inurement restriction.
2. Using your state's for-profit template — Make sure you're filing as a nonprofit corporation, not a regular business corporation.
3. Forgetting the dissolution clause — Many state templates don't include IRS-specific dissolution language. Add it yourself.
4. Not checking name availability — If your name is already taken, your filing will be rejected and you'll lose your fee in some states.
5. Listing too few directors — While some states allow 1 director, the IRS prefers at least 3 independent directors for 501(c)(3) organizations.
6. Using a PO Box for registered agent — Most states require a physical street address.

Articles vs. Bylaws: What Goes Where

Element	Articles	Bylaws
Organization name	✅	✅
Purpose statement	✅ (IRS language)	Optional (can restate)
Dissolution clause	✅ (IRS language)	✅ (should mirror)
Registered agent	✅	❌
Board structure	Basic (min/max)	Detailed (terms, election, removal)
Officer roles	❌	✅
Meeting procedures	❌	✅
Conflict of interest	❌	✅
Amendment procedures	❌	✅

Your articles create the legal entity. Your bylaws govern how it operates.

After Filing: Next Steps

1. ✅ Receive your certificate of incorporation
2. → Apply for your EIN (free, instant online)
3. → Draft your bylaws
4. → Hold your first board meeting and adopt bylaws
5. → Open a bank account
6. → File IRS Form 1023 or 1023-EZ

For the complete process, see How to Start a Nonprofit or use our Nonprofit Startup Checklist. After incorporation, set up fund accounting so you're ready to track every donation from day one.

Ready to set up your new nonprofit? Schedule Your Free Setup | Start Free — Under $100K in Donations

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Related:

• How to Start a Nonprofit: The Complete 2026 Guide
• How to Write Nonprofit Bylaws
• How to Start a 501(c)(3)
• How to Incorporate a Nonprofit: State-by-State Guide