Nonprofit Articles of Incorporation and Charitable Registration — Arkansas

Nonprofit Articles of Incorporation and Charitable Registration (ARKANSAS)

Quick-Reference Summary

Part A — Articles of Incorporation

ARTICLE I — CORPORATE NAME

The name of the Corporation is:

[________________________________________]

(hereinafter, the "Corporation")

ARTICLE II — TYPE OF NONPROFIT CORPORATION

The Corporation is a public benefit corporation under Ark. Code Ann. § 4-33-1701, formed for charitable, educational, religious, scientific, or literary purposes.

ARTICLE III — DURATION

The period of duration of the Corporation shall be perpetual.

ARTICLE IV — PURPOSE

The Corporation is organized and shall be operated exclusively for charitable, educational, religious, scientific, and/or literary purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), including but not limited to:

[________________________________________]
[________________________________________]
[________________________________________]

ARTICLE V — POWERS AND LIMITATIONS

5.1 Powers. Subject to the limitations in this Article, the Corporation shall have all powers granted to nonprofit corporations under Ark. Code Ann. § 4-33-302.

5.2 Private Inurement. No part of the net earnings of the Corporation shall inure to the benefit of, or be distributable to, its directors, officers, members (if any), or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of its exempt purposes.

5.3 Political and Legislative Activity. No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation (except as permitted under IRC § 501(h) if a valid election is in effect), and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.

5.4 General Limitation. Notwithstanding any other provision of these Articles, the Corporation shall not carry on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under IRC § 501(c)(3); or (b) by a corporation, contributions to which are deductible under IRC §§ 170(c)(2), 2055(a)(2), or 2522(a)(2).

ARTICLE VI — MEMBERSHIP

☐ The Corporation shall have members as defined in the Bylaws.

☐ The Corporation shall not have members. All corporate powers shall be exercised by or under the authority of the Board of Directors.

ARTICLE VII — REGISTERED OFFICE AND REGISTERED AGENT

Pursuant to Ark. Code Ann. § 4-33-501, the Corporation designates the following registered office and registered agent:

ARTICLE VIII — PRINCIPAL OFFICE

The street address of the initial principal office of the Corporation is:

[________________________________________]
[________________________________________], [State] [_______]

ARTICLE IX — BOARD OF DIRECTORS

9.1 Initial Directors. The number of initial directors is [____] (not fewer than three), and their names and addresses are:

9.2 Minimum Number. The Corporation shall at all times have at least three (3) directors as required by Ark. Code Ann. § 4-33-803.

9.3 Election, Term, Removal. The election, term, qualification, and removal of directors shall be set forth in the Bylaws, consistent with Ark. Code Ann. §§ 4-33-806 through 4-33-810.

ARTICLE X — DISSOLUTION AND DISTRIBUTION OF ASSETS

Upon the dissolution of the Corporation, the Board of Directors shall, after paying or making provision for the payment of all liabilities of the Corporation, dispose of all assets of the Corporation exclusively for the purposes of the Corporation in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, scientific, or literary purposes as shall at the time qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding provision of any future United States Internal Revenue law), or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes. This Article is intended to satisfy Ark. Code Ann. § 4-33-1405 and Treas. Reg. § 1.501(c)(3)-1(b)(4).

ARTICLE XI — INCORPORATOR, INDEMNIFICATION, AND SIGNATURE BLOCK

11.1 Incorporator. The name and address of the incorporator is:

Name: [________________________________________]

Address: [________________________________________]

11.2 Indemnification. To the fullest extent permitted by Ark. Code Ann. §§ 4-33-850 through 4-33-859, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that such person is or was a director, officer, employee, or agent of the Corporation.

11.3 Limitation of Liability. The personal liability of each director to the Corporation for monetary damages is hereby eliminated to the fullest extent permitted by Ark. Code Ann. § 4-33-202(b)(5).

11.4 Execution. The undersigned, being the incorporator named above, executes these Articles of Incorporation and certifies under penalty of perjury that the statements made herein are true and correct to the best of the incorporator's knowledge and belief.

Incorporator Signature: ___________________________________________

Print Name: [________________________________________]

Date: [__/__/____]

Part B — Filing Instructions

B.1 Where to File

Arkansas Secretary of State — Business and Commercial Services Division
1401 W. Capitol Avenue, Suite 250
Little Rock, AR 72201
Phone: (501) 682-3409
Online portal: https://www.sos.arkansas.gov/business-commercial-services-bcs

B.2 How to File

☐ Online (Recommended): File via the Arkansas Corporations Online Filing System at sos.arkansas.gov. Fee: $45.

☐ Mail: Submit Form DN-01 (Domestic Nonprofit Corporation Articles of Incorporation) with a $50 check payable to "Arkansas Secretary of State."

☐ In Person: Deliver to the Business and Commercial Services Division at 1401 W. Capitol Avenue, Suite 250, Little Rock, AR 72201.

B.3 Filing Fee

$50 (mail/in person) or $45 (online).

B.4 Confirmation

The Secretary of State issues a file-stamped copy of the Articles within 1–2 business days for online filings, longer for mail. Retain a certified copy in the corporate records book.

B.5 Post-Filing Steps

☐ Apply for an Employer Identification Number (EIN) via IRS Form SS-4.
☐ Hold organizational board meeting; adopt Bylaws; elect officers.
☐ File IRS Form 1023 / 1023-EZ within 27 months of formation.
☐ File Form CR-01 with the Arkansas Secretary of State Charities Section BEFORE soliciting (see Part C).
☐ Apply for Arkansas sales tax exemption via the Arkansas Department of Finance and Administration.
☐ Calendar Arkansas Annual Report deadline (August 1 each year; nonprofits pay $0).
☐ Calendar Annual Financial Report (Form CR-03) deadline (within 180 days of fiscal year end).

Part C — Charitable Solicitation Registration

C.1 Cover Letter

[On Corporation Letterhead]

[Date]

Arkansas Secretary of State
Business and Commercial Services Division — Charities Section
1401 W. Capitol Avenue, Suite 250
Little Rock, AR 72201
Email: [email protected]

Re: Charitable Organization Registration — Form CR-01 — [Corporation Name]

Dear Charities Section:

Enclosed please find the Charitable Organization Registration Form (CR-01) for [Corporation Name], an Arkansas nonprofit corporation organized under Ark. Code Ann. §§ 4-33-101 et seq. The Corporation intends to solicit charitable contributions in Arkansas and submits this registration pursuant to the Arkansas Charitable Organization Solicitation Act, Ark. Code Ann. §§ 4-28-401 to 4-28-416, prior to commencing any solicitation activities.

Enclosures:
☐ Form CR-01 — Charitable Organization Registration Form (notarized)
☐ Form CR-02 — Charitable Organization Consent for Service (if applicable; out-of-state organizations)
☐ IRS Determination Letter (or Form 1023 if pending)
☐ File-stamped Articles of Incorporation
☐ Bylaws
☐ Most recent IRS Form 990, 990-EZ, or 990-N (or financial statement if first-year filer)
☐ Audited financial statements (if total contributions exceed $1,000,000 — Ark. Code Ann. § 4-28-403)
☐ Copies of contracts with fundraising counsel, paid solicitors, or commercial co-venturers (if any)

Filing Fee: $0 (Arkansas does not charge a fee for charitable registration)

Please direct any questions or correspondence to:

Name: [________________________________________]
Title: [________________________________________]
Phone: [________________________________________]
Email: [________________________________________]

Sincerely,

___________________________________________
[Authorized Officer Name and Title]

C.2 Form CR-01 — Statutory Content (Ark. Code Ann. § 4-28-403)

The Form CR-01 published by the Secretary of State requires the following information (notarized signature required from one officer, director, or incorporator):

1. Legal Name of Organization: [________________________________________]

2. Any Other Names Used in Solicitation: [________________________________________]

3. Federal EIN: [__________-________]

4. State of Incorporation / Formation Date: [_______________________________] / [__/__/____]

5. IRS 501(c) Determination Status:
☐ Approved (date of determination letter: [__/__/____])
☐ Pending (Form 1023 filed: [__/__/____])
☐ Not applicable

6. Principal Office Address:
[________________________________________]
[________________________________________]

7. Arkansas Address (if any):
[________________________________________]
[________________________________________]

8. Officers and Directors (attach list if longer):

9. Purpose of Solicitation:
[________________________________________]
[________________________________________]

10. Methods of Solicitation (check all that apply):
☐ Direct mail ☐ Telephone ☐ Internet/online ☐ In-person ☐ Special events ☐ Grants ☐ Other: [________]

11. Fiscal Year End: [__/__]

12. Total Contributions Received in Most Recent Fiscal Year: $[________________]

13. Fundraising Counsel, Paid Solicitors, or Commercial Co-venturers (if any) — Name and Address:
[________________________________________]
[________________________________________]

14. Has the Organization (or any officer/director) ever had a charitable registration denied, suspended, or revoked in any jurisdiction?
☐ No ☐ Yes (provide details on a separate sheet)

Notarized Signature of Officer/Director/Incorporator: ___________________________________________

Print Name and Title: [________________________________________]

State of: [____________] County of: [____________]

Subscribed and sworn before me this [____] day of [______________], 20[____].

Notary Signature: ___________________________________________
My commission expires: [__/__/____]

C.3 Filing Method, Fees, and Deadlines

C.4 Required Attachments

☐ IRS Determination Letter (or Form 1023 application if pending)
☐ File-stamped Articles of Incorporation
☐ Bylaws
☐ IRS Form 990 / 990-EZ / 990-N (most recent)
☐ Audited financial statements (if applicable — > $1,000,000 contributions)
☐ Contracts with fundraising counsel, paid solicitors, commercial co-venturers (if any)
☐ Form CR-02 — Consent for Service of Process (if out-of-state organization)

C.5 Annual Renewal — Form CR-03 (Annual Financial Report)

The Corporation must file Form CR-03 (Annual Financial Report) within 180 days after the end of its fiscal year (per Act 137 of 2019). The form is filed by mail or email to [email protected] with the following attachments:

☐ IRS Form 990 (most recent)
☐ Audited financial statements (if contributions exceed $1,000,000)
☐ Any new or updated contracts with fundraising counsel, paid solicitors, or commercial co-venturers
☐ Updated IRS determination letter, articles of incorporation, or bylaws (only if amended)

Due-Date Extension: A six-month extension is available by emailing [email protected] before the original due date with "Annual Financial Report Extension" in the subject line.

C.6 Exemptions — Form EX-01 (Ark. Code Ann. § 4-28-404)

The following organizations are EXEMPT from charitable registration, but must file Form EX-01 (Exempt Organization Verification, notarized) with supporting documentation:

☐ Small charity exemption: Organizations that do NOT intend to solicit and do NOT receive more than $50,000 in contributions in any fiscal year, AND do NOT use professional fundraisers.

☐ Religious organizations: Bona fide religious organizations exempt from federal income tax that operate primarily for religious purposes.

☐ Educational institutions: Schools, colleges, and universities accredited by a recognized accrediting body or approved by a state. (Attach letter of accreditation.)

☐ Parent–teacher organizations of qualifying educational institutions.

☐ Political candidates and organizations required to file with election commissions.

☐ Governmental organizations at federal, state, or local levels.

☐ Nonprofit hospitals licensed in Arkansas or any other state.

☐ Persons who solicit solely for the benefit of exempt organizations.

Form EX-01 must be:

• Notarized;
• Submitted by mail or email to [email protected];
• Accompanied by a copy of the IRS tax-exempt determination letter (if applicable), filed Articles of Incorporation, and proof of good standing.

Exemptions do NOT expire as long as the organization continues to qualify.

C.7 Consumer Complaints and AG Enforcement

While the Secretary of State administers charitable registration, consumer complaints regarding charitable solicitations are filed with the Arkansas Attorney General's Consumer Protection Division:

Arkansas Attorney General — Consumer Protection Division
323 Center Street, Suite 200
Little Rock, AR 72201
Phone: (800) 482-8982
Email: [email protected]
Online complaint: https://www.arkansasag.gov/forms/file-a-consumer-complaint/

Part D — Pre-Filing Checklist

D.1 Pre-Drafting

☐ Searched name at sos.arkansas.gov; confirmed availability.
☐ Identified at least three (3) initial directors.
☐ Identified registered agent with Arkansas street address; obtained consent.
☐ Drafted purpose language meeting Treas. Reg. § 1.501(c)(3)-1(b)(1).
☐ Confirmed dissolution clause matches IRS and Ark. Code Ann. § 4-33-1405.

D.2 Articles of Incorporation Content

☐ Article I: Corporate name complete.
☐ Article II: Public benefit, mutual benefit, or religious corporation type selected.
☐ Article III: Duration stated.
☐ Article IV: Purpose limited to § 501(c)(3) exempt purposes.
☐ Article V: Private inurement, lobbying, political-activity, § 501(c)(3) limitations present.
☐ Article VI: Membership status selected.
☐ Article VII: Registered agent and Arkansas street address completed.
☐ Article VIII: Principal office address completed.
☐ Article IX: At least three initial directors listed.
☐ Article X: Full dissolution clause present and unmodified.
☐ Article XI: Incorporator info, indemnification, limitation-of-liability provisions present; executed.

D.3 Filing

☐ Filing fee prepared: $45 (online) or $50 (mail).
☐ Filing method selected: ☐ Online ☐ Mail ☐ In person.
☐ Conformed copy retained.

D.4 Charitable Solicitation Registration

☐ Determined whether registration (Form CR-01) or exemption (Form EX-01) applies.
☐ If REGISTERING: Completed Form CR-01; notarized; gathered IRS letter, Articles, Bylaws, Form 990, audit (if applicable), and fundraising contracts.
☐ If CLAIMING EXEMPTION: Completed Form EX-01; notarized; attached IRS letter, Articles, proof of good standing.
☐ Submitted by mail or email to [email protected].
☐ Confirmed no solicitation begins until registration/exemption is on file.

D.5 Post-Filing

☐ EIN obtained.
☐ Organizational board meeting held; Bylaws adopted; officers elected.
☐ Bank account opened.
☐ IRS Form 1023 / 1023-EZ filed within 27 months.
☐ Arkansas sales-tax exemption application filed.
☐ Annual Report (corporate) calendared for August 1.
☐ Annual Financial Report (Form CR-03) calendared for 180 days after fiscal year end.
☐ Audit engagement scheduled if contributions are expected to exceed $1,000,000.

Sources and References

• Arkansas Nonprofit Corporation Act of 1993, Ark. Code Ann. §§ 4-33-101 et seq.: https://advance.lexis.com/container?config=00JAAzZDgzNzU2ZC05MDA0LTRmMDItYjkzMS0xOGY3MjE3OWNlODIKAFBvZENhdGFsb2fa1XuVNZkUTcQB8DnyqQqo
• Arkansas Charitable Organization Solicitation Act, Ark. Code Ann. §§ 4-28-401 to 4-28-416: https://advance.lexis.com/api/document/collection/statutes-legislation/id/8P67-9J42-D6RV-H43R-00008-00
• Arkansas Secretary of State — Charitable Entities: https://www.sos.arkansas.gov/business-commercial-services-bcs/nonprofit-charitable-entities/charitable-entities
• Form CR-01 — Charitable Organization Registration Form: https://www.sos.arkansas.gov/uploads/bcs/SoS_CR-01_CharitableOrganizationRegistrationForm_Rev_5-2025_2.pdf
• Form CR-02 — Charitable Organization Consent for Service: https://www.sos.arkansas.gov/uploads/bcs/CR-02_2025_1.pdf
• Form CR-03 — Annual Financial Report Form: https://www.sos.arkansas.gov/uploads/bcs/SoS_CR-03_AnnualFinancialReportForm_5_2026.pdf
• Form EX-01 — Exempt Organization Verification: https://www.sos.arkansas.gov/uploads/bcs/SoS_EX-01_ExemptOrganizationVerification2025_1.pdf
• Charitable Registration Guide (May 2025): https://www.sos.arkansas.gov/uploads/bcs/SoS_-CharitableRegistrationInArkansas_5.2025__1.pdf
• Arkansas Attorney General — Charitable Giving: https://arkansasag.gov/divisions/public-protection/finances/charitable-giving/
• Arkansas Charities Search Database: https://www.sos.arkansas.gov/corps/charity/index.php
• Act 137 of 2019 (Annual Report Due Date Change)
• IRS, "How to Apply for 501(c)(3) Status": https://www.irs.gov/charities-non-profits/how-to-apply-for-501c3-status
• Treas. Reg. § 1.501(c)(3)-1(b) — Organizational test
• 26 U.S.C. § 501(c)(3) — Exempt organizations