onprofit (or not-for-profit) corporations work well for all sorts of groups, from those promoting arts and music to those active in education, health, conservation, and community services. Often the reason for obtaining nonprofit status is simple — it’s usually a requirement for obtaining funds from government agencies and private foundations. Other important benefits include tax-exempt status and personal liability protection.
Here’s an overview of what types of groups should consider incorporating, and what lies ahead for them.
Many nonprofit groups seek nonprofit corporate status to gain exemptions from federal and state income taxes. The most common federal tax exemption for nonprofits comes from Section 501(c)(3) of the Internal Revenue Code, which is why nonprofits are sometimes called “501(c)(3)s.”
If your group obtains tax-exempt status, not only is it free from paying taxes on all income from activities related to its nonprofit purpose (see Nolo’s article Tax Concerns When Your Nonprofit Corporation Earns Money), but people and organizations that donate to the nonprofit can take a tax deduction for their contributions. (To learn about applying for tax exemptions, read How to Form a 501(c)(3) Nonprofit Corporation.)
Protection From Personal Liability
Forming a nonprofit corporation normally protects the directors, officers, and members of the nonprofit from personal liability for the corporation’s debts and other obligations. Called limited liability, this shield ensures that anyone who obtains a judgment against the nonprofit can reach only the assets of the corporation, not the bank accounts, houses, or other property owned by the people who manage, work for, or participate in the business.
Believe it or not, there are still more reasons to incorporate your nonprofit group; read Five Reasons to Incorporate Your Nonprofit Association .
Who Should Consider Becoming a Nonprofit
The types of groups that typically seek nonprofit status vary widely. Here’s a partial list of associations that may be eligible:
- childcare centers
- shelters for the homeless
- community health care clinics and hospitals
- churches, synagogues, mosques, and other places of worship
- performing arts groups, and
- conservation groups.
If your group isn’t on this list, it doesn’t mean you won’t qualify for tax-exempt status. As long as your group’s activity is charitable, educational, literary, religious, or scientific, and you meet the other requirements for tax-exempt status, you should be able to get a tax exemption.
Forming a Nonprofit Corporation
Forming a nonprofit corporation is very similar to forming a regular corporation: You must file articles of incorporation with the corporations division (usually part of the secretary of state’s office) of your state government. But unlike regular corporations, you must also complete federal and state applications for tax exemptions.
After filing this initial paperwork, you will create corporate bylaws, which lay out the operating rules for your nonprofit. Finally, you elect the initial directors of your nonprofit and hold an organizational meeting of the board. (To learn more about forming a nonprofit corporation, see How to Form a 501(c)(3) Nonprofit Corporation.)
Who Plays Which Roles in Running a Nonprofit Corporation
Most nonprofit corporations are run by a board of directors — called trustees in some states. The directors’ main role is to set policy for the nonprofit and oversee areas like finance, strategic planning, and management-level hiring.
A nonprofit corporation also has officers, who are usually appointed by the board of directors. Most nonprofit corporations have a president, secretary, and treasurer, and some have other positions such as a vice-president or assistant secretary, depending on their needs and any state law requirements.
Officers may serve on the board of directors or they may be non-board members who play an active role in the day-to-day management of the nonprofit. For example, the person appointed president could serve as the executive director of the nonprofit in a paid staff position and be in charge of running the organization. Or the president could be the chair of the board (sometimes called the president and chair of the board) whose primary role would be to run board meetings and oversee board matters. The same is true for the treasurer and secretary or any other officer position. These positions can be filled by people in board advisory roles or by non-board members who are paid staff and actively running the corporation. How this is handled in any particular nonprofit is usually determined by the organizations articles of incorporation and bylaws. And some states have rules about officer positions — what officer positions are required, whether one person can hold more than one role, and whether paid officers can serve on the board.
Once an organization gets big enough, the board typically authorizes the hiring of a full slate of salaried personnel, including program staff, administrative assistants, and development staff.
Following the Rules on Corporate Behavior
Nonprofit corporations must observe most of the same formalities as regular corporations. These include keeping good corporate records, holding and preparing minutes of directors’ (and possibly members’) meetings, and maintaining a separate bank account.
Unlike regular corporations, a nonprofit corporation cannot distribute any profits to its members, contribute money to political campaigns, or engage in lobbying activity, except in very limited circumstances. (For more information about recordkeeping and further details about what nonprofits can and cannot do, see Protecting Your Nonprofit Corporation’s Tax-Exempt Status.)
Ending a Nonprofit Corporation
Nonprofits are not actually owned by anyone and therefore cannot be sold. If the directors of a nonprofit corporation decide to dissolve it, they must pay off all debts and obligations of the nonprofit and distribute all of its assets to another tax-exempt nonprofit corporation.
For More Information
For a guide through the process of getting your nonprofit up and running, get Starting & Building a Nonprofit: A Practical Guide, by Peri Pakroo (Nolo), which is filled with information, practical advice and step-by-step instructions.
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