How to Incorporate a Nonprofit: State-by-State Guide
Incorporating as a nonprofit corporation is the first legal step in starting a nonprofit. You file articles of incorporation with your state's Secretary of State (or equivalent agency), pay a filing fee, and receive a certificate of incorporation.
Every state is different — filing fees range from $0 to $125, some allow online filing while others require paper, and minimum board requirements vary from 1 to 3 directors. This guide gives you the key facts and direct filing links for all 50 states.
How to Use This Guide
- Find your state in the table below
- Click your state's name to go to the detailed state page with step-by-step instructions
- Use the filing portal link to go directly to your Secretary of State
- Use our Nonprofit Startup Checklist for a complete interactive checklist tailored to your state
- Use our Cost Calculator to estimate your total startup costs
Before You File: What Your Articles Must Include
Every state requires articles of incorporation, but the IRS has its own requirements on top of state law. Your articles must include:
- IRS purpose clause — "organized exclusively for charitable, educational, and scientific purposes within the meaning of Section 501(c)(3)"
- Dissolution clause — assets go to another 501(c)(3) upon dissolution
- Private inurement restriction — no part of net earnings benefits private individuals
Missing any of these clauses will cause your Form 1023 to be rejected. See our Articles of Incorporation Guide for the exact language.
Complete 50-State Filing Guide
| State | Filing Fee | Online? | Min. Board | Processing Time |
|---|---|---|---|---|
| Alabama | $100 | Yes | 3 | 5-10 days |
| Alaska | $50 | Yes | 3 | 10-15 days |
| Arizona | $10 | Yes | 1 | 5-10 days |
| Arkansas | $50 | Yes | 3 | 3-5 days |
| California | $30 | Yes | 1 | 3-5 days |
| Colorado | $50 | Yes | 1 | 3-5 days |
| Connecticut | $50 | Yes | 3 | 5-10 days |
| Delaware | $89 | Yes | 1 | 3-5 days |
| Florida | $35 | Yes | 3 | 5-7 days |
| Georgia | $100 | Yes | 3 | 5-7 days |
| Hawaii | $25 | Yes | 3 | 10-15 days |
| Idaho | $30 | Yes | 3 | 3-5 days |
| Illinois | $50 | Yes | 3 | 5-10 days |
| Indiana | $30 | Yes | 3 | 3-5 days |
| Iowa | $20 | Yes | 1 | 5-10 days |
| Kansas | $20 | Yes | 3 | 3-5 days |
| Kentucky | $8 | Yes | 3 | 3-5 days |
| Louisiana | $75 | Yes | 3 | 5-10 days |
| Maine | $40 | Yes | 3 | 5-10 days |
| Maryland | $100 | Yes | 1 | 5-7 days |
| Massachusetts | $35 | Yes | 3 | 5-10 days |
| Michigan | $20 | Yes | 3 | 5-10 days |
| Minnesota | $70 | Yes | 3 | 5-10 days |
| Mississippi | $50 | Yes | 3 | 5-10 days |
| Missouri | $25 | Yes | 3 | 5-10 days |
| Montana | $20 | Yes | 3 | 3-5 days |
| Nebraska | $10 | Yes | 3 | 3-5 days |
| Nevada | $75 | Yes | 3 | 3-5 days |
| New Hampshire | $25 | Yes | 3 | 5-10 days |
| New Jersey | $75 | Yes | 3 | 5-10 days |
| New Mexico | $25 | Yes | 3 | 5-10 days |
| New York | $75 | Yes | 3 | 10-15 days |
| North Carolina | $60 | Yes | 3 | 5-10 days |
| North Dakota | $40 | Yes | 3 | 3-5 days |
| Ohio | $99 | Yes | 3 | 5-7 days |
| Oklahoma | $25 | Yes | 3 | 5-10 days |
| Oregon | $50 | Yes | 3 | 5-10 days |
| Pennsylvania | $125 | Yes | 3 | 5-10 days |
| Rhode Island | $35 | Yes | 3 | 5-10 days |
| South Carolina | $25 | Yes | 3 | 5-10 days |
| South Dakota | $30 | Yes | 3 | 3-5 days |
| Tennessee | $100 | Yes | 3 | 5-10 days |
| Texas | $25 | Yes | 3 | 3-5 days |
| Utah | $30 | Yes | 3 | 3-5 days |
| Vermont | $125 | Yes | 3 | 5-10 days |
| Virginia | $75 | Yes | 3 | 3-5 days |
| Washington | $30 | Yes | 1 | 3-5 days |
| West Virginia | $25 | Yes | 3 | 5-10 days |
| Wisconsin | $35 | Yes | 3 | 5-10 days |
| Wyoming | $25 | Yes | 3 | 5-10 days |
Cheapest States to Incorporate a Nonprofit
If cost is a primary factor, here are the least expensive states:
| Rank | State | Filing Fee |
|---|---|---|
| 1 | Kentucky | $8 |
| 2 | Arizona, Nebraska | $10 |
| 3 | Iowa, Kansas, Michigan, Montana | $20 |
| 4 | Hawaii, Missouri, New Hampshire, New Mexico, Oklahoma, South Carolina, Texas, West Virginia, Wyoming | $25 |
Remember: You should incorporate in the state where you operate, not just the cheapest state. Incorporating in a different state creates additional compliance requirements (registered agent, foreign qualification, extra annual reports) that usually cost more than the savings on the filing fee.
States That Allow the Fewest Board Members
Most states require 3 directors, but these states allow as few as 1:
- Arizona (1 director)
- California (1 director)
- Colorado (1 director)
- Delaware (1 director)
- Iowa (1 director)
- Maryland (1 director)
- Washington (1 director)
IRS recommendation: Regardless of state minimums, the IRS prefers at least 3 independent directors for 501(c)(3) organizations. See Board of Directors Requirements for details.
Filing Tips for Every State
Online vs. Paper Filing
All 50 states now offer some form of online filing for nonprofit articles of incorporation. Online filing is typically:
- Faster — 1-7 business days vs. 2-8 weeks for mail
- Same or slightly higher cost — Some states charge an extra $5-25 for online convenience
- More reliable — No lost mail, immediate confirmation
Expedited Processing
Most states offer expedited processing for an additional fee:
| Speed | Typical Extra Cost | Availability |
|---|---|---|
| Same-day | $50-100 | Many states |
| 24-hour | $25-75 | Most states |
| 3-day | $15-50 | Most states |
Registered Agent
Every state requires a registered agent — a person or service authorized to receive legal documents on behalf of your organization. Options:
- Board member or officer — Free, but their home address becomes public record
- Commercial registered agent — $100-300/year, provides privacy and reliability
After Incorporation: Next Steps
Once you receive your certificate of incorporation:
- Get your EIN — Apply free at IRS.gov (instant online)
- Open a bank account — Bring your certificate, EIN, and board resolution
- Draft bylaws — Bylaws template and guide
- File Form 1023 or 1023-EZ — Complete guide to the IRS application
- Register for state tax exemptions — Separate from federal; check your state page
- Register for charitable solicitation — Required in 41 states before you solicit donations
- Set up accounting — Fund accounting from day one (Alignmint Starter is free)
Use our interactive Nonprofit Startup Checklist to track every step with your state pre-selected.
Frequently Asked Questions
Should I incorporate in Delaware like for-profit companies do?
No. Unlike for-profit corporations, nonprofits don't benefit from Delaware incorporation unless they actually operate there. Incorporating in a state where you don't operate means you'll need to "foreign qualify" in your home state — which costs extra and creates double the compliance burden.
Can I incorporate in one state and operate in another?
Technically yes, but you'll need to register as a "foreign nonprofit corporation" in each state where you operate. This means additional fees, annual reports, and registered agents in each state. For most organizations, incorporate where you operate.
What if my state's template doesn't include IRS-required language?
Many state filing templates are designed for general nonprofit corporations, not specifically for 501(c)(3) organizations. You may need to add the IRS-required purpose clause, dissolution clause, and private inurement restriction yourself. See our Articles of Incorporation Guide for the exact language.
How long is incorporation valid?
In most states, nonprofit corporations have perpetual existence — they exist until formally dissolved. A few states allow you to specify a duration, but this is rare and unnecessary for most organizations.
For the full startup process, see How to Start a Nonprofit or How to Start a 501(c)(3).
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