The lion’s share of nonprofits are organized as corporations, which limits legal liability of officers, directors, and key employees of the organization. The process for incorporating and ongoing requirements for nonprofit corporations vary by state, though they are typically overseen by the Secretary of State’s office. This office will be able to provide you with the applicable regulations. In many states, there are also associations of nonprofits who can provide guidance and resources. The National Council of Nonprofits has a directory of these associations here.

You’ll have to file Articles of Incorporation to get set up; most states have forms for you to fill out and file. The Articles will spell out information about your organization, such as:

  • Name: Use a name that makes clear the mission of your organization, and won’t be confused with another organization. Many states have a database of corporations you can search to find names that are already taken.
  • Purpose: What is your organization’s reason for being? If you leave this broad, it will be easier to change or develop the activities and programs you run without needing to amend your Articles of Incorporation.
  • Duration of Existence: Corporations are typically formed to exist in perpetuity.
  • Location of Offices: This is the address where your headquarters will be.
  • Names and Addresses of the Incorporators: These are the people performing the incorporation. They may or may not be board or staff members in the future.
  • Provisions for Dissolution: Charities must have a plan for distributing their assets in the event the organization is dissolved. The remaining assets must be distributed to another charity and may not be given to a private individual or for-profit entity.

You will also write bylaws for your corporation, which will direct its governance. States often have laws covering corporate governance, such as a minimum number of directors or a minimum frequency of board meetings. You can customize the bylaws to meet the needs of your organization, as long as they are within state law. Here’s a sample of what to include:

  • Board of Directors: A minimum and maximum size of your board, how often you’ll meet, and the number required for a quorum.
  • Terms: The length of a term, and if there are term limits. Some organizations stagger their terms, e.g. having a third of the board up for reelection each year.
  • Officers: Titles of officers, how they will be appointed, and their terms.
  • Conflict of Interest Policy: This may be written out in the bylaws, or just state that there will be a policy. Read more about conflict of interest policies here.
  • How the bylaws can be changed if necessary.

Finally, you’ll want to find people to serve on your board of directors. Board members are not committing to run the day-to-day operations but will provide various kinds of oversight and direction. The board is also responsible for making sure the organization stays compliant with state and federal law. This post details the responsibilities of board members, and what they can expect.