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For new nonprofits
How to write your nonprofit Articles of Incorporation
The Articles of Incorporation are the document that legally creates your nonprofit, the charter you file with the state.
Most states hand you a fill-in form, but the IRS cares about what is inside, and getting two clauses wrong can stall your 501(c)(3) application. Here is what goes in, section by section.
This is general information, not legal advice. State forms vary; use your state's official template and confirm anything you are unsure about.
What Articles of Incorporation include
| Name | Your nonprofit's legal name |
| Registered agent | Your in-state contact for legal mail |
| Incorporator | The person filing the document |
| Purpose clause | The IRS-required exempt-purpose language |
| Dissolution clause | Where assets go if you close |
| Initial directors | Required in some states, optional in others |
What Articles of Incorporation are
Your Articles of Incorporation (some states call them a Certificate of Incorporation or Certificate of Formation) are the public document that brings your nonprofit into legal existence. They are different from your bylaws: the Articles are your charter, filed with the state, while bylaws are the internal rules you keep yourself. You file the Articles first.
What goes in them
- Name. Your nonprofit's legal name, which must be available in your state. See how to name a nonprofit.
- Registered agent. Your in-state contact for legal mail. See registered agent for a nonprofit.
- Incorporator. The person signing and filing the document.
- Purpose. A statement of what your nonprofit does, plus the IRS exempt-purpose language.
- The dissolution clause. Where your assets go if you ever close.
- Initial directors. Required in some states, optional in others.
The two clauses the IRS requires
This is the part people get wrong. To qualify for 501(c)(3) status, your Articles need a purpose clause that limits you to exempt purposes and a dissolution clause that dedicates your assets to charity if you close. Both belong in the Articles, not just the bylaws. We cover the exact IRS sample language on our purpose and dissolution clause guide.
State forms versus writing your own
You rarely start from a blank page. Most states publish a nonprofit Articles template you fill in, and some already include the IRS clauses or leave a space for them. If your state's form does not, you add the purpose and dissolution language yourself before filing. Our state start-up guides point to each state's form and fee.
After you file
Once the state accepts your Articles, keep the stamped copy somewhere safe. You will need it to get your EIN, open a bank account, apply for state tax exemption, and file Form 1023 or 1023-EZ with the IRS.
Ember Spark
Ember Spark is a free, step-by-step checklist for starting a nonprofit, and each step explains why it matters. In Ember it drafts your bylaws, conflict-of-interest policy and Form 1023 narrative for you to finish, and puts your filing deadlines on Ember's compliance calendar. Turn on Ember Compliance and it emails you a reminder before each one. Unlimited users on every tier.
General information for people starting a nonprofit, not legal or tax advice. Rules change; confirm specifics with the IRS, your state, or a qualified professional.
Sources: IRS Publication 557 · councilofnonprofits.org · irs.gov. Verified August 2026.