Articles of Incorporation

The Articles of Incorporation are the original document that creates a corporation. A nonprofit should keep a copy of the filed Articles. If the organization does not have a copy of the Articles on record, copies are available for download on the Secretary of State’s website. The Articles set the parameters of the organization’s charitable purposes and may describe whether the organization has members. If the Articles are filed after January 1, 2022, the Articles must state whether the organization has members meeting the definition of members under state law.

Topics covered:

• State law requirements
• Federal tax law requirements
• Requirements after incorporation
• Changes to the Articles

State law requirements

• Registered Agent: A nonprofit must have a registered agent and a registered office. This is the way that the state contacts the corporation. The registered agent needs to be a dependable person or entity, and the address needs to be a stable street address in Washington State. The registered agent must sign a consent to serve in that role which is filed with the Articles.
• Name: A nonprofit must have a name for the corporation that cannot be the same as or very similar to the name of any other corporation or legal entity in Washington and cannot have words like Inc., Co., Company, or Ltd. as part of the name.
• Initial Directors: A nonprofit must give the name and address of at least one individual who will serve on the board.
• Incorporator: A nonprofit must give the name and address of at least one person who will serve as the incorporator. The incorporator is the person who signs the Articles.
• Members: A nonprofit formed after January 1, 2022 must specify whether the organization has members as such term is defined under the Washington Nonprofit Corporation Act.
• Limitation of liability (recommended): This provision changes the standard for determining liability of directors to “gross negligence,” making it harder to prove liability.

Federal tax law requirements

While we go into more detail on federal law in the next section, let’s review the elements of the Articles of Incorporation that relate to federal requirements.

• Purpose: A nonprofit must list purposes for the organization that meet the definition of charitable purposes under federal tax law. Additionally, the Articles of Incorporation must not empower the organization to engage, other than as an insubstantial part of its activities, in activities that are not in furtherance of one or more of those purposes. The IRS recommends that language prohibiting private benefit to persons involved in the organization as well as language prohibiting political activity and limiting lobbying activity be included.
• Dissolution: A nonprofit must provide for the distribution of any remaining assets if the corporation is dissolved. The assets must be distributed to another 501(c)(3) tax-exempt organization or to the federal or state government for a public purpose.
  • Limitation of liability (recommended): This provision changes the standard for determining liability of directors to “gross negligence,” making it harder to hold directors liable.
  • Indemnification (recommended): This provision authorizes the corporation to pay costs of defending officers and directors who are sued, and in some cases, any damages required to be paid by an officer or director.

These template articles of incorporation area vailable as an example of specific language.

Requirements after incorporation

Annual Report: A nonprofit needs to file an annual report with the Secretary of State to maintain “Active Status.” The annual report is due to be filed every year by the last day of the organization’s incorporation month. If the nonprofit does not file an annual report, it will be administratively dissolved.

Initial Meeting of the Board of Directors: The individuals listed in the Articles as the initial directors meet to take actions necessary to start up the corporation. This includes adopting the Bylaws, electing officers, and authorizing opening a bank account.

Changes to the Articles

The Articles can be changed upon approval of the Board of Directors (and by the members if the organization has members with a right to vote on such matters) by a document called “Articles of Amendment.” The most common amendments to Articles are to change the corporation’s name or to add a new purpose(s).

Nonprofit Association of Washington

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