Articles of incorporation Virginia nonstock corporation pertains to nonprofit corporations. Most nonprofit corporations fall under 501(c) (3) organizations, meaning they are created for the following reasons:

  1. Charitable
  2. Religious
  3. Scientific
  4. Literary
  5. Educational purposes

This is also means that nonprofit corporations are eligible for state and federal tax exemptions. To get tax-exempt status, you need to create a nonprofit corporation. Therefore, you apply for tax-exempt status via the IRS and Virginia officials. Before filing such an exemption, be aware of the following benefits:

  1. Fulfills various statute requirements to register your organization name
  2. It is a prequalification for applying for the tax exemption
  3. Providing governance, adding credibility to the organization or business
  4. Limits the liability of officers, directors, and shareholders

To create a nonprofit corporation in the state, you get to form a nonstock corporate structure under state law.

Appointing Directors

First, you need to choose the directors of your corporation. In Virginia, you should have one or more directors on the board. In addition, directors do not have to live within Virginia, nor do the directors have to fall within a certain age. First, you must be aware of the state mandates when it comes to directors:

  1. The number of directors must be one
  2. There are no member or residency requirements
  3. The term will be one year

When it comes to committees, there must be two directors.

Regarding officer mandates, take note of the following:

  1. Two or more offices can be maintained by the same person
  2. This is defined through the board resolution or corporate bylaws. An officer records minutes of the members’ and director meeting, while authenticating records

For Virginia members:

  1. Regular meetings must be conducted annually

When it comes to nationwide registered agents, the service is for receiving legal documents and providing access to documents via your online account.

Once this is established, you can choose a name for your Virginia nonprofit corporation.

The name of the nonprofit company must be separate from any name that’s already been registered by another company. You can conduct the necessary search through the clerk office via the Virginia State Corporation Commission, or you may search the name database on the website. You may reserve the name that stops another nonprofit or company from registering a name, while you prepare and file the articles of incorporation document.

Drafting the Articles of Incorporation Document

When drafting your document, you should include the following bits of information:

  1. Whether your nonprofit would have members
  2. How the directors will be elected
  3. Information about the registered agent, including the agent address
  4. Name of all incorporators

You should file the incorporation document at the clerk office at the State Corporation Commission and pay a fee of $75. The process usually takes two weeks, but this does not include mailing times. You can also pay a $200 fee to receive one-day processing, or $100 to get two-day processing. After, your registered agent will get an Annual Assessment Packet. Once the registered agent sends you the form, you must also complete an annual report and send it back to the Corporation Commission and pay an annual filing fee of $25.

The articles document that’s available from Virginia officials has minimal information to establish a non profit organization in Virginia. After finishing the paperwork, you must mail it into state officials. You cannot submit the documentation in digital form.

Tax Exempt Status

To get federal tax exempt status, you need to submit Form 1023 to the IRS. This is called the Application for Recognition of Exemption for nonprofits under the IRS code. This is a detailed and long form that is designed to get information about your organization, such as:

  1. Finances
  2. Organizational structure
  3. Operations
  4. Activities
  5. Governance policies

Smaller nonprofits could also be eligible to submit Form 1023-EZ, which is a simple and shorter application that can be filed online. However, only smaller organizations with annual gross receipts of less than $50,000 and total assets of $250,000 could file such a document. You can also refer to the IRS website to find out the necessary filing requirements that would be applicable to your situation.

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