Achieving Nonprofit Status
Most nonprofits are 501(c)(3) organizations, which means they are formed for religious, charitable, scientific, literary, or educational purposes and are eligible for federal and state tax exemptions. To create a 501(c)(3) tax-exempt organization, you first need to form an Arizona nonprofit corporation. Then, you apply for tax-exempt status from the IRS and the state of Arizona. Here are the details on how to become a nonprofit corporation in 9 steps.
Please note steps 1 through 3 can be done together; however, they must be completed and approved before moving to step 4.
How to Form a Nonprofit Corporation
Step One: Select the Name of the Corporation
The name of your nonprofit corporation must be distinguishable from the name of other business entities on file with the Arizona Corporation Commission. To see if your proposed name is available or to reserve a name for 120 days, go to the name database on the Arizona Corporation Commission’s website. Reserving a name will prevent another corporation from registering the name while you prepare and file your articles.
Trademarks & Service Marks
Finding a good name for your new Arizona corporation can sometimes be the most difficult piece of the formation puzzle. Ideally, you want a name that: (i) will afford strong federal trademark protection, but will not infringe on anybody’s trademark or service mark, (ii) will be easy for your customers to remember, (iii) will describe your products or services, and (iv) will allow you to obtain .com, .net., .org, .biz, .info and .us domain names. For information on obtaining domain names, see “How to Obtain a Domain Name that Does Not Infringe on a Trademark.”
One way to check if your desired corporate name will infringe on a federally registered trademark or service mark is to search your prospective name and variations thereof on the searchable database of the United States Patent & Trademark Office.
Step Two: Prepare the Articles of Incorporation
You can create your nonprofit entity by filing articles of incorporation for a nonprofit with the Arizona Corporation Commission. Your articles of incorporation must include basic information such as:
the nonprofit’s name
the “character of affairs” it intends to conduct in Arizona
whether it will have members or not
its business address (physical or street address) if different from the statutory agent address
the name and business address of each director
the physical or street address of the statutory agent in Arizona, and
the name and address of each incorporator.
You must submit a Statutory Agent Acceptance form M002 and a Certificate of Disclosure at the time you file your articles with the Corporation Commission.
There is an articles of incorporation form for nonprofit corporations on the Corporation Commission’s website. Use this form to create your Arizona nonprofit. Complete and file your articles following the instructions provided. The articles form available from the state has the minimal information necessary to create a nonprofit corporation in Arizona. It does not include language required by the IRS to obtain 501(c)(3) federal tax-exempt status. To receive tax-exempt status from the IRS, you'll need to have additional specific language in your articles, including:
a statement of purpose that meets IRS requirements
statements that your non-profit will not engage in prohibited political or legislative activity, and
a dissolution of assets provision dedicating your assets to another 501(c)(3) organization upon dissolution.
For more information on IRS requirements for tax exemption, including sample language, see IRS Publication 557, Tax-Exempt Status for Your Organization, available on the IRS website.
Membership vs. Non-membership Nonprofit Corporations
The Articles of Incorporation must state whether or not the corporation will have members. An Arizona nonprofit corporation is not required to have members. The choice to have members or not have members is a decision for the founders and depends on the nature of the proposed activities and the desires of the founders. Nonprofit corporations without members are governed by the corporation’s board of directors.
How and Where to File
File your articles of incorporation, the certificate(s) of disclosure and the cover sheet and pay the filing fee at the following ACC office:
Phoenix office: 1300 W. Washington, 1st Floor, Phoenix, AZ 85007.
ACC offices are open Monday – Friday, 8:00 a.m. to 5:00 p.m., except holidays. You may mail all the incorporation documents with a cover letter and a check for the filing fee to either ACC office. The ACC does not accept credit cards.