I'm currently looking to set up a 501(c)(3) nonprofit organization.
In the articles of incorporation, item eight states:
"EIGHTH: Insert any provisions you desire. If you intend to obtain tax exempt status this would be the
appropriate place for language required by the Internal Revenue Service."
what exactly do I have to put there? Also -- other quick questions: how is the name of the organization changed from incorporated to foundation? I have to fill out "inc" when applying to be a corporation, but when switching to the nonprofit, do I fill in "foundation"? what happens to the "incorporation" ending? Hopefully that wasn't too confusing, haha.
2. Is it okay if the resident agent, undersigned, and director the same person?
You need to either hire an attorney to assist you from the incorporation on up through the IRS approval process, or read publication no. 557 on the IRS web site in its entirety and the related Treasury regulations and IRC code statsutes, and really understand all of it. There's just too much to explain here. The word "foundation" is just a word. You can be both a nonprofit corporation AND call it a foundation. Most tax exempt 501(c)(3)s are corporations. The IRS will want you to have at least 3 unrelated directors, not just one, and yes, one of the directors can be the resident agent.
You should not be filling out articles of incorporation, especially when it involves a tax exempt organization. You need to retain a corporate attorney who specializes in this area. Remember that incorporating is only the first and smallest of steps to this process. You are also going to have to apply for tax exempt status with the Washington, DC IRS center by filing a Form 1023 or 1024. All of these filings need to be coordinated and you do not have the training to do so on your own. So do yourself a favor and do it right by hiring an expert to help you in this very technical area of tax law.
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I can address the federal tax question in a general way. There are specific provisions the IRS looks for in articles of incorporation that are either required or favored in evaluating an application for 501(c)(3) status. Those are what are referenced to appear in "EIGHTH."
Such items that are added can address:
1) being confined to 501(c)(3) purposes.
2) a dissolution clause, describing that any residual funds will go to a non-profit purpose.
3) that the organization will not operate to the benefit of officers and directors or any private person.
4) a description of the non-profit purposes of the organization.
5) the ban on political activities not allowed by 501(c)(3) organizations.
It is unclear from your description if you would like to apply as a private foundation or public charity. They operate under different rules. Generally, your organization's purposes are not clear. I cannot address your specific situation. However, the IRS website offers detailed descriptions of tax issues. See the website for guidance.
NOTE: The answer above provides information generally available and applicable and should not be confused with legal advice. To obtain specific legal advice designed for your particular circumstance, you should consult an attorney in your state or District of Columbia and enter an attorney-client relationship with all the privileges that relationship provides. I am licensed to practice law in the District of Columbia and Pennsylvania, and am not purporting to give any advice other than in accordance with that status, not purporting to practice law in any other jurisdiction, nor purporting to provide advise to any person already represented by counsel. A firm attorneys is also licensed to practice in Maryland.
I hope this is helpful.
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