Nonprofit Articles of Incorporation and Charitable Registration — Colorado

Nonprofit Articles of Incorporation and Charitable Registration (COLORADO)

Quick-Reference Summary

PART A — ARTICLES OF INCORPORATION

ARTICLE I — Name of the Corporation

The name of the corporation is:

[________________________________________]
(hereinafter, the "Corporation")

ARTICLE II — Principal Office Address

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

[________________________________________]
[________________________________________]
[City], Colorado [ZIP]

The mailing address of the principal office (if different) is:

[________________________________________]

ARTICLE III — 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 IV — Powers

The Corporation shall have all the powers granted to nonprofit corporations under C.R.S. § 7-123-102, including the power to receive contributions, hold property, and engage in any lawful activity that furthers the exempt purposes set forth in Article III, subject to the limitations of Article V.

ARTICLE V — Limitations on Activities

5.1 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.

5.2 Legislative and Political Activities. 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 proper election is made), 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.

5.3 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.

ARTICLE VII — Registered Agent and Registered Office

Registered Agent Name: [________________________________________]

Registered Office Street Address (no P.O. box):
[________________________________________]
[City], Colorado [ZIP]

ARTICLE VIII — Board of Directors

8.1 Initial Directors. The number of initial directors is [____], and their names and addresses are:

8.2 Minimum Number. Under C.R.S. § 7-128-103, the Corporation shall have at least one (1) director. For IRS 501(c)(3) best practices, the bylaws should require at least three (3) independent directors.

ARTICLE IX — Dissolution and Asset Distribution

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 the assets of the Corporation exclusively for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall distribute such assets 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 a court of competent jurisdiction 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 exempt purposes.

ARTICLE X — Incorporator

The name and address of the incorporator who is causing this document to be delivered for filing is:

Name: [________________________________________]

Mailing Address: [________________________________________]

Signature: ___________________________________________

Date: [__/__/____]

ARTICLE XI — Indemnification

The Corporation shall indemnify its directors, officers, employees, and agents to the fullest extent permitted by C.R.S. §§ 7-129-101 through 7-129-110, as provided in the bylaws.

Signature Block (Incorporator)

Individual Causing this Document to be Delivered for Filing:

Signature: ___________________________________________

Printed Name: [________________________________________]

Capacity: ☐ Incorporator ☐ Attorney for Incorporator

Date: [__/__/____]

PART B — FILING INSTRUCTIONS

Step 1: Confirm Name Availability

☐ Search the Colorado Secretary of State business name database at https://www.sos.state.co.us
☐ Optionally reserve the name (120 days) for $25.00 by filing a Statement of Reservation of Name under C.R.S. § 7-90-602
☐ Ensure the name is distinguishable from existing entities on file

Step 2: Designate the Registered Agent

☐ Confirm the registered agent's written consent (C.R.S. § 7-90-701)
☐ The agent must maintain a Colorado street address during business hours
☐ A nonprofit corporation may not serve as its own registered agent

Step 3: File Online

☐ Open the Articles of Incorporation for a Nonprofit Corporation form at https://www.sos.state.co.us
☐ Complete all required fields (Articles I–X)
☐ Pay the $50.00 filing fee by credit card
☐ Download the file-stamped Articles immediately (paper filings are not accepted)

Step 4: Post-Filing Compliance (Federal)

☐ Apply for an Employer Identification Number (IRS Form SS-4) at https://www.irs.gov/ein
☐ Adopt bylaws and conflict-of-interest policy at organizational meeting
☐ File IRS Form 1023 or 1023-EZ for 501(c)(3) recognition (user fee $275–$600)
☐ Apply for Colorado sales/use tax exemption with Colorado Department of Revenue (Form DR 0715) after receipt of IRS determination letter

Step 5: Periodic Report

☐ File the Colorado periodic report annually with the Secretary of State ($10.00 fee)
☐ Due during the three-month period beginning on the first day of the anniversary month of formation

PART C — CHARITABLE SOLICITATION REGISTRATION

Cover Letter to Colorado Secretary of State — Charities & Fundraisers Section

[Date: __/__/____]

Colorado Secretary of State
Charities & Fundraisers Section
1700 Broadway, Suite 200
Denver, Colorado 80290

Re: Initial Charitable Solicitation Registration — [ORGANIZATION NAME]

Dear Charities & Fundraisers Section:

Enclosed (or submitted via the online portal at https://www.coloradosos.gov/ccsa) please find the initial registration filing of [ORGANIZATION NAME] (FEIN [__________-________]) under the Colorado Charitable Solicitations Act, C.R.S. § 6-16-104. The Corporation has been formed under the Colorado Revised Nonprofit Corporation Act, C.R.S. §§ 7-121-101 et seq., and intends to solicit charitable contributions in Colorado as of [__/__/____].

The following items are submitted in support of registration:

☐ Completed Charitable Organization Registration Statement (eFile)
☐ IRS Determination Letter (or Form 1023 filing acknowledgment if pending)
☐ Most recent IRS Form 990, 990-EZ, or 990-N (or financial statement if first year)
☐ Filing fee of $10.00 (via Secretary of State online portal)

Please direct any inquiries to the undersigned.

Respectfully submitted,

___________________________________________
[Authorized Officer Name and Title]
[Address] · [Phone] · [Email]

Initial Registration Form — Required Information

Complete each item before submitting the online registration:

Officers and Directors (list all current officers and directors with title and address):

Colorado Charities & Fundraisers Fee Schedule

Fee schedule revised April 30, 2024 by Colorado Secretary of State. Verify current amounts at https://www.sos.state.co.us/pubs/info_center/fees/charitable.html before filing.

Required Attachments to Initial Registration

☐ IRS Form 990, 990-EZ, 990-N, or 990-PF for most recent fiscal year (if completed)
☐ IRS Determination Letter (or Form 1023/1023-EZ acknowledgment if 501(c)(3) status is pending)
☐ Audited financial statements (if required by C.R.S. § 6-16-104(7))
☐ Articles of Incorporation (file-stamped copy)
☐ Bylaws (current version)
☐ Most recent annual financial report or initial budget (for new organizations)
☐ List of officers and directors with addresses
☐ Copies of contracts with paid solicitors or professional fundraising consultants (if any)

Annual Renewal — Colorado Charity Registration

Renewal Deadline: 15th day of the 5th month after the close of the fiscal year (e.g., May 15 for calendar-year filers). An automatic 3-month extension is available; a 3-month additional extension may be requested upon written application.

Renewal Fee: $10.00

Renewal Required Items:

☐ Updated Registration Statement (eFile through Colorado Secretary of State portal)
☐ IRS Form 990, 990-EZ, 990-N, or 990-PF for most recent fiscal year
☐ Updated officer and director list (if changed)
☐ Updated contracts with paid solicitors/professional fundraising consultants (if any)
☐ Payment of $10.00 renewal fee

Failure to renew timely results in a $60.00 administrative fine and possible suspension of solicitation authority.

Exemptions from Colorado Charitable Solicitation Registration

Under C.R.S. § 6-16-104(6), the following organizations are exempt from registration but may file a notice of exemption:

☐ A "person" (as defined) that has received less than $25,000 in gross revenue from charitable solicitation in the immediately preceding fiscal year and the current fiscal year, AND does not compensate any officer, trustee, organizer, incorporator, fundraiser, or solicitor

☐ A religious organization exempt from filing IRS Form 990 under IRC § 6033

☐ A political organization regulated under Article 45 of Title 1, C.R.S.

☐ A charitable solicitation made for a specific named individual where 100% of contributions are transferred to the named beneficiary without deductions

PART D — PRE-FILING CHECKLIST

Articles of Incorporation Readiness

☐ Corporate name verified as available on Colorado Secretary of State database
☐ Articles I–XI completed with no blank required fields
☐ Purpose clause (Article III) limited to IRC § 501(c)(3) exempt categories
☐ Dissolution clause (Article IX) preserved verbatim (IRS-required language)
☐ Private inurement and political activity prohibitions (Article V) preserved verbatim
☐ Registered agent name and Colorado street address confirmed; agent has consented in writing
☐ Initial directors named with street addresses (at least 1; 3 recommended)
☐ Membership election made in Article VI
☐ Incorporator name, address, and signature provided
☐ Online filing account opened at https://www.sos.state.co.us
☐ $50.00 filing fee available (credit card)
☐ Bylaws drafted (do not file with Secretary of State, but adopt at organizational meeting)
☐ Conflict-of-interest policy drafted for adoption at organizational meeting

Federal Tax-Exempt Status Readiness

☐ FEIN obtained from IRS (Form SS-4)
☐ IRS Form 1023 or 1023-EZ prepared (verify eligibility for 1023-EZ at https://www.irs.gov)
☐ Application user fee available ($275 for 1023-EZ; $600 for full Form 1023)
☐ Narrative description of activities prepared
☐ Three-year budget projection prepared (for 1023)

Charitable Solicitation Registration Readiness

☐ Colorado Charities & Fundraisers eFile account created at https://www.coloradosos.gov/ccsa
☐ Registration Statement form completed online
☐ IRS Determination Letter (or pending acknowledgment) attached
☐ Most recent IRS Form 990/990-EZ/990-N attached (or financial statement for new orgs)
☐ Articles of Incorporation and Bylaws uploaded
☐ Officer and director list with addresses prepared
☐ Paid solicitor / fundraising consultant contracts uploaded (if applicable)
☐ $10.00 registration fee available (credit card)
☐ Calendar tickler set for annual renewal (5th month after fiscal year end)

Post-Filing Compliance Calendar

☐ Annual periodic report with Colorado Secretary of State (corporate annual report; $10.00)
☐ Annual charitable registration renewal (5th month after fiscal year end; $10.00)
☐ Annual IRS Form 990, 990-EZ, or 990-N (5th month, 15th day after fiscal year end)
☐ Colorado state tax filing (if applicable)

Sources and References

• Colorado Revised Nonprofit Corporation Act, C.R.S. §§ 7-121-101 to 7-137-301: https://leg.colorado.gov/sites/default/files/images/olls/crs2024-title-07.pdf
• Colorado Charitable Solicitations Act, C.R.S. Title 6, Article 16: https://www.sos.state.co.us/pubs/charities/files/2024Title6Article16.pdf
• Colorado Secretary of State — Charities and Fundraisers: https://www.sos.state.co.us/pubs/charities/charitableHome.html
• Colorado Charities & Fundraisers Fee Schedule: https://www.sos.state.co.us/pubs/info_center/fees/charitable.html
• Colorado Secretary of State eFile portal: https://www.coloradosos.gov/ccsa
• Charitable Solicitations Rules — 8 CCR 1505-9: https://www.sos.state.co.us/pubs/rule_making/CurrentRules/8CCR1505-9Charitable.pdf
• Line-by-Line Charity Registration Instructions: https://www.coloradosos.gov/pubs/charities/CCSARegInstr.html
• IRS — How to Apply for 501(c)(3) Status: https://www.irs.gov/charities-non-profits/how-to-apply-for-501c3-status
• IRS Publication 557 (Tax-Exempt Status for Your Organization): https://www.irs.gov/pub/irs-pdf/p557.pdf
• Treasury Regulation § 1.501(c)(3)-1(b) (organizational test)