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Incorporation of Nonprofit Organizations

The first step to forming a nonprofit organization is incorporating with the division of corporations in the state in which the entity operates. For instance, a Florida nonprofit organization should incorporate as a not for profit corporation with the Florida Division of Corporations. Certain registration or filing fees along with incorporation documents should be filed along with the not for profit corporation filing. Preparing the proper documents and electing the board of directors is important because the corporation’s formalities and business purpose will ultimately be at the scrutiny of the IRS when determining whether a charitable exemption status should be allowed.

Corporate documents involved in the incorporation process includes, but is not limited to: the articles of incorporation, bylaw agreement, and organizational meeting minutes. The articles of incorporation state the company’s information such as the name, registered agent and address, membership structure and the charitable purpose which allows the organization to qualify for the charitable exemption. The bylaw agreement is similar to an operating manual for the corporation. It states rules such as the maximum amount of directors that can service, when officers can be removed, when quorum is met, etc. Organization meeting minutes ratifies certain decisions by the corporation such as appointing officers and directors, setting the accounting period, authorizing exempt status, authorizing opening bank accounts, etc.

Upon the completion of incorporation with the Division of Corporations, a federal employer identification number should be obtained form the IRS. The EIN is a unique number (9 digits) assigned to business entities operating in the United States. The corporation may also have to obtain a state tax number, depending on the state of incorporation. There may also be certain local business and/or other licenses that may be required for the nonprofit to operate in a certain jurisdiction.

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