Instructions: Articles of Incorporation for a Nonprofit Corporation

Enter an entity name

The first step is to enter the name you’ve chosen for your entity.

One of the following terms or abbreviations may be included in the entity name, but is not required [1]

  • "Corporation"
  • "Corp."
  • "Incorporated"
  • "Inc."
  • "Company"
  • "Co."
  • "Limited"
  • "Ltd."

After you’ve entered the entity name, click Next. If the name is available, you’ll be moved forward to the Articles of Incorporation. Otherwise, you must enter a unique name.

 

501(c)(3) notice

To obtain federal tax-exempt status as a charitable organization, the articles of incorporation must contain a required purpose clause and a distribution of assets provision. For more information on 501(c)(3) qualification, visit the IRS website, https://www.irs.gov/.

 

Entity name

The entity name field will be pre-filled with the entity name you entered on the previous page. If this information is incorrect, click “Back” to return to the Entity Name page.

 

Principal office street address

A principal office street address is required. The street address must be a physical address and  cannot be a post office box.

Provide the street name and number, including the suite, unit or apartment number, if applicable. The city, state and ZIP/postal code must also be provided. Any address outside of the United States must include the country and, if applicable, the province.

Example: 123 N. Main Street, Apt 101
               Denver, Colorado 80202

 

Principal office mailing address

A mailing address is optional. If the mailing address is different than the street address, or mail cannot be delivered to the street address, provide the address, including the city, state and ZIP/postal code where mail is to be delivered. Any address outside of the United States must include the country and, if applicable, the province.

Example: P.O. Box 854
               Lakewood, Colorado 80228

 

Registered agent name

Provide the name of the registered agent.

The registered agent is the individual or business responsible for accepting service of process for an entity and must be in Colorado. The registered agent isn’t necessarily an owner or director. The registered agent is responsible for forwarding service of process to the entity. Refer to registered agent and principal office address FAQs. [2]  

 

Registered agent street address

A registered agent street address is required. Provide the street name and number, including the suite, unit or apartment number, if applicable. The state field will be pre-filled with “CO”. A city and ZIP code must also be provided.

The street address must be a physical address and  cannot be a post office box.

 

Registered agent mailing address

A mailing address is optional. If the registered agent’s mailing address is different from the registered agent’s street address, or mail cannot be delivered to the street address, provide an address in Colorado where mail may be delivered. The state field will be pre-filled with “CO”. A city and ZIP code must also be provided.

 

Statement regarding registered agent consent 

The registered agent must consent to being appointed as the registered agent for the entity. Check the box to affirm the statement. The statement regarding registered agent consent is required. [3]

 

Name and mailing address of the person forming the nonprofit corporation

Provide the name and mailing address of the person who is forming the entity. A person who is forming the nonprofit corporation must be either an individual who is age 18 years or older or a business entity. If an individual is one of the persons forming the nonprofit corporation, a last name and a first name must be provided. If the entity has more than one incorporator, select “Yes” and include an attachment stating the name and mailing address of each additional incorporator.

 

Voting members

Select Yes or No to indicate whether or not the nonprofit corporation will have voting members.[3]

 

Distribution upon dissolution

If a nonprofit corporation plans to apply for exemption status with the IRS, see the IRS Web site at www.irs.gov. The distribution of assets upon dissolution refers to language required to be included in the Articles of Incorporation of a nonprofit corporation. [4]

Enter information about how the assets will be dissolved upon dissolution in the box provided. If you need more room, or want to include this information in an attachment, type "See attachment" in the box and select "Yes" under "Attach additional information".

 

Additional information

Select “Yes” if additional information is permitted or required by law to be included in the document. After clicking on “Submit” at the bottom of the online form, the system will proceed to the Manage Attachments page. This will allow additional information to be attached as a plain text (.txt) or PDF (.pdf) document. Click here for information regarding attachments.

 

Delayed effective date (optional)

If you want the document to take effect immediately, leave “Yes” selected and the date field blank.  

If you don’t want the document to become effective immediately, select “No” and enter the date and time (time is optional) that you want the document to become effective in the box. If only a date is entered into the box, then the document will become effective at 11:59 PM on that date. The effective date of filing can be delayed up to 90 days maximum. All filing dates and times are in Mountain Standard Time.  [5]

 

Email notification

Our office can send you email notifications about due dates and other events affecting this business record.

 

Notice

This section describes the legal authority for filing this document.  [6]

 

Individual causing delivery   [7]

Each individual causing the document to be filed is responsible for complying with the applicable statutes. Provide the last name and first name of at least one individual causing the document to be delivered for filing. Enter the individual’s mailing address, including the city, state and ZIP/postal code. If the address is outside of the United States, include the country and, if applicable, the province.

Example:

Smith, John
123 N. Main St., Apt 101
Denver, Colorado 80122

 

Additional individuals causing delivery

If more than one person is causing this document to be filed, mark “Yes” to include an attachment with the names and addresses of additional individuals causing the document to be filed. The attachment must provide the name of each additional individual, including their last name and first name. A middle name or initial and a suffix are optional. Also provide the mailing address, including the city, state and ZIP/postal code. Any address outside of the United States must include the country and, if applicable, the province.

 

Disclaimer

Instructions, and the related form, are not intended to provide legal, business, or tax advice, and are offered as a public service without representation or warranty. While the related form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

 

Submit

Selecting the Submit button will navigate to either the “Manage Attachments” page or the “You’re not done yet” page to review the information. If you select Submit and the next page does not display, first check for error messages at the top of the form. Your document won’t be filed until after payment.

 

Note

Review the form carefully; mistakes may have legal consequences. Our office cannot provide legal advice. Questions should be addressed to your legal, business, or tax advisor(s). Only provide information that is required or permitted to be included in the document. Information included in the document must be in English, and must state the name and address of at least one individual causing the document to be delivered for filing.

Articles of Incorporation (Nonprofit Company) filed pursuant to § 7-122-101 and § 7-122-102 of the Colorado Revised Statutes (C.R.S.).

 

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[1] | 7-90-601, C.R.S.
[2] | 7-90-102 (55), (56) and (56.5), C.R.S. and section 7-90- 701, C.R.S.
[3] | 7-90-701 (3), C.R.S.
[4] | 7-122-102, C.R.S.
[5] | 2-4-109 and 7-90-304, C.R.S.
[6] | 7-90-301.5, C.R.S.
[7] | 7-90-301.5, C.R.S.