Incorporating your company is not always an easy process. Incfile is here to help you decide not only how to incorporate, but to understand
exactly which type of status to file.
Many companies who incorporate are actually charities that do not intend to make a profit, but rather donate all profits to another
organization. In this case, a charity would want to incorporate as a nonprofit and, ultimately, apply for tax exempt status. By having tax
exempt status, your donations can be recorded by donors as not taxable by both the federal and state government. This is a great incentive
to be able to offer your constituents.
People who start nonprofits are driven by passion about a certain cause. Whatever your cause, creating a nonprofit can make a difference.
We've provided as much information as you need to know in choosing to incorporate as a nonprofit corporation.
A nonprofit corporation is an organization whose purpose is something other than making a profit. A nonprofit donates its revenue to achieve
a specific goal that benefits the public, instead of distributing it to shareholders. There are over 1.5 million nonprofit organizations
registered in the US.
Being a nonprofit does not mean the organization won’t make a profit. Nonprofits can make money, but all of the money must go back into the
organization by paying employee salaries, administrative expenses and other overhead costs. No one person or group owns a nonprofit. Assets
from a nonprofit can be sold, but it benefits the whole organization rather than individuals.
While anyone can incorporate as a nonprofit, only those who pass the stringent standards set forth by the government can achieve tax exempt,
or 501c3, status. The process of creating incorporation papers is just the first step in becoming a completely recognized nonprofit
organization. We discuss the steps to becoming a nonprofit further into this page.
Who Is a Nonprofit Corporation Right For?
Nonprofits are agents of change in the world today. They are established for a specific noncommercial purpose, usually religious, educational
Common not for profit businesses include:
Advantages and Disadvantages of Starting a Nonprofit
There are many advantages to becoming a nonprofit. Tax exemption is a major advantage of becoming a 501c3 classified nonprofit. Once an
organization is tax-exempt, any charitable donations made by individuals are tax-deductible. A nonprofit can also receive discounts on
postage and advertising rates which makes for more efficient operation.
Another advantage is legal protection, as the founders and members are generally not held personally responsible for a nonprofit’s debts. The
legal advantage is available without 501c3 status, as is the benefits that become available for employees, such as health and retirement
plans. Furthermore, a nonprofit corporation that formalizes their existence improve the chances for longevity and success because the
mission and vision must be clear and achievable.
There are few disadvantages of becoming a nonprofit. Nonprofits cost money and time to start. Once a nonprofit is started, you must keep
excellent records and make sure to file all paperwork yearly. This can be resolved by hiring the proper professionals to handle such
details. Since nonprofits are there to serve the public, they are also under greater public scrutiny.
There are four main types of non-profits common in the United States. Each contains the ability to achieve tax exempt status despite their
slightly different goals and corporate structure. They include:
Public Charities: Typically, a charity provides low cost or free services to the public using funds received from the
public, known as a donation. This can be obtained through private donations or fundraising events specifically designed to solicit
members or advocates of the organization.
Social Advocacy Organizations: This type of group is member-based and sets out to achieve specific goals without
achieving a profit. The organization uses donations and member dues to send out information that promotes a particular social agenda.
Foundations: This type of organization often works to better the community, whether contributing financially to local
charities, or holding events that benefit residents. They are funded by and contribute on behalf of another for-profit corporation.
Trade and Professional Organizations: People in the same organization can benefit from the activities of this type of
non-profit. They are funded primarily through membership dues.
Political parties are also eligible for tax exempt status, but do not fall under the standard nonprofit category.
How to Achieve 501c3 Status
Corporations may file for federal tax exempt status, also known as 501c3 by the IRS, if they are incorporated as a nonprofit corporation or
trust. They must meet and maintain certain stringent criteria to be considered free from paying taxes. These include:
For most states, you must name a Board of Directors to manage the high-level decisions of the non-profit corporation. These must be
individuals and not corporations.
You must create a purpose statement and operate solely within the guidelines it sets forth. Purposes that are acceptable include
charitable, educational, scientific, literary, sports competition and preventing cruelty to animals or children.
When incorporating, the assets of your nonprofit must be dedicated to other charities, especially should the corporation dissolve. This
would be written as a dissolution statement in your Articles of Incorporation.
All other steps associated with Incorporation apply to the creation of a nonprofit organization, such as paying fees, registering for
business locally and applying for your EIN.
How to Start a Nonprofit Corporation
Pick a Name
If you haven’t already, choose a business name for your nonprofit. Once you have decided upon a name and entered your information
online, IncFile automatically performs a name search against the corporate database of the state of incorporation to check the
In order to form a nonprofit, you will have to file nonprofit Articles of Incorporation with the appropriate state agency and pay the
necessary state filing fees. The paperwork and fees vary by state.
File for Tax Exemption
Nonprofits are not automatically tax exempt, the IRS must approve it first. In the United States, nonprofits can apply for tax exemption
status by filing a 501c3 with the IRS. The application fee is around $500, but prices vary from state-to -state.
Create Bylaws & Acquire Licenses
Bylaws describe your nonprofits’ purpose and layout your operating rules.
Bylaws should include:
How directors are elected and what authority they have.
How, when and where directors’ meetings are held.
How decisions can be reached with or without a meeting.
Duties and responsibilities of officers and how long they serve.
Officers, constituency rights and responsibilities, and standing committees.
Organizational structure of the nonprofit. You may need to acquire certain license for your nonprofit. Check with your state
department of consumer affairs for more information.
Appoint Directors and Hold Your First Meeting
Normally a corporation’s officers include, at a minimum, a president, treasurer and secretary, or their functional equivalents. The
initial board is the most important decision as you will vote with them to elect others later. Some things to go over in the first board
Elect any officers
Form your bylaws
Choose your headquarters
Designate a corporate bank account
Designate the accounting period
Document the receipt of tax exemptions
After the meeting is completed, minutes of the meeting should be created and filed in your corporate records book. You should hold board meetings
Common questions on starting a Nonprofit Corporation
How do I create a budget for my nonprofit?
Creating an operational budget for your nonprofit is essential. The board of directors will establish a budget period and set organizational goals for that period. Make sure you estimate your expenses and anticipated revenue.
Do I need to have a mission statement for my nonprofit?
What is an Advisory Group and do I need one for my nonprofit?
An advisory groups is a group of individuals outside of the board who bring a skill set to help advise a nonprofit. They don’t have actual authority, but they can make recommendations to the board of directors. Sometimes they are made up of retired board members who have worked in similar fields to your nonprofit. It may be a good idea to establish an advisory group if there are major disagreements or complex issues for the board to handle.
Starting a nonprofit can truly help make the world a better place