Nonprofit Articles of Incorporation and Charitable Registration — District of Columbia

Nonprofit Articles of Incorporation and Charitable Registration (DISTRICT OF COLUMBIA)

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 — Registered Office and Registered Agent

Registered Office Street Address (must be a District of Columbia street address):

[________________________________________]
Washington, DC [ZIP]

Registered Agent (required under D.C. Code § 29-104.07):

Name: [________________________________________]

ARTICLE III — Purpose

The Corporation is organized 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 powers granted to nonprofit corporations under D.C. Code § 29-403.02, 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 and subject to D.C. Code § 29-404.01 et seq.).

☐ The Corporation shall not have members. The rights, powers, and duties otherwise vested in members shall be exercised by the Board of Directors.

ARTICLE VII — Board of Directors

7.1 Number of Initial Directors. The number of initial directors is [____] (minimum of 3 under D.C. Code § 29-406.03).

7.2 Names and Addresses of Initial Directors:

ARTICLE VIII — 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 the Superior Court of the District of Columbia, 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 IX — Incorporator(s)

The name(s) and street address(es) of the incorporator(s) is/are:

ARTICLE X — Indemnification

The Corporation shall indemnify its directors, officers, employees, and agents to the fullest extent permitted by D.C. Code § 29-406.50 et seq., as further provided in the bylaws.

Signature Block — Incorporators

PART B — FILING INSTRUCTIONS

Step 1: Confirm Name Availability

☐ Search the entity name database at https://corponline.dcra.dc.gov
☐ Optionally reserve the name with DLCP

Step 2: File Articles of Incorporation

☐ Complete Articles I–X above (the standard DC short form lacks IRS-required language; use this expanded version)
☐ File online via CorpOnline or by mail to DLCP, Corporations Division, 1100 4th Street SW, Washington, DC 20024
☐ Pay the filing fee (approximately $80; verify current amount)

Step 3: Post-Filing Compliance (Federal)

☐ Obtain 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) status

Step 4: Biennial Report

☐ File the DC biennial report with DLCP to keep the entity in good standing
☐ Failure to file may result in revocation

PART C — CHARITABLE SOLICITATION REGISTRATION

The District requires charitable organizations soliciting contributions in DC to obtain a Basic Business License (BBL) for Charitable Solicitation from DLCP (D.C. Code § 44-1703). The charitable solicitation license application is integrated into the BBL process.

Prerequisites Before the BBL

☐ Entity registered/in good standing with the DLCP Corporations Division
☐ Clean Hands certification (no outstanding debts to the District over $100)
☐ Certificate of Occupancy or Home Occupation Permit (depending on location)
☐ FEIN obtained
☐ DC tax registration (FR-500) with the Office of Tax and Revenue

Registration — Required Information

Required Attachments

☐ BBL application (Charitable Solicitation category)
☐ IRS Determination Letter (or Form 1023 acknowledgment if pending)
☐ Most recent IRS Form 990, 990-EZ, or 990-PF
☐ Articles of Incorporation (filed copy) and bylaws
☐ Clean Hands certification
☐ Certificate of Occupancy / Home Occupation Permit
☐ Applicable BBL and endorsement fees (verify current amounts with DLCP)

Renewal

☐ Renew the BBL on the DLCP renewal cycle (commonly two years; confirm category term)
☐ Update officer/director and financial information

Exemptions from DC Charitable Registration

Under D.C. Code § 44-1703, the following may be exempt from the charitable solicitation license requirement:

☐ Organizations that solicit and receive less than $25,000 in contributions annually and use no paid solicitor
☐ Religious corporations, societies, and organizations
☐ Educational institutions and their authorized fundraising organizations
☐ Solicitations confined to membership of the soliciting organization

Confirm current exemption categories and thresholds with DLCP before relying on an exemption.

PART D — PRE-FILING CHECKLIST

Articles of Incorporation Readiness

☐ Corporate name verified available on the DLCP database
☐ Articles I–X completed with no blank required fields
☐ Purpose clause (Article III) limited to IRC § 501(c)(3) exempt categories
☐ Dissolution clause (Article VIII) preserved verbatim (IRS-required language)
☐ Private inurement and political activity prohibitions (Article V) preserved verbatim
☐ Registered office DC street address and registered agent confirmed (D.C. Code § 29-104.07)
☐ At least 3 initial directors named (D.C. Code § 29-406.03)
☐ Membership election made in Article VI
☐ Incorporator(s) named and signing

Federal Tax-Exempt Status Readiness

☐ FEIN obtained from IRS (Form SS-4)
☐ IRS Form 1023 or 1023-EZ prepared
☐ Narrative of activities and budget projection prepared

Charitable Solicitation (BBL) Readiness

☐ Determined whether the BBL charitable solicitation license is required or an exemption applies
☐ Clean Hands certification obtained
☐ Certificate of Occupancy / Home Occupation Permit obtained
☐ FR-500 tax registration completed
☐ IRS Determination Letter and Form 990 attached
☐ BBL fees available

Post-Filing Compliance Calendar

☐ DC biennial report (DLCP)
☐ BBL charitable solicitation renewal (DLCP)
☐ Annual IRS Form 990/990-EZ/990-N
☐ DC tax filings as applicable

Sources and References

• DC Nonprofit Corporation Act of 2010, D.C. Code § 29-401 et seq.: https://code.dccouncil.gov/us/dc/council/code/titles/29/chapters/4
• DC Solicitation of Charitable Contributions, D.C. Code § 44-1701 et seq.: https://code.dccouncil.gov/us/dc/council/code/titles/44/chapters/17
• DC Department of Licensing and Consumer Protection (DLCP): https://dlcp.dc.gov/
• DLCP CorpOnline portal: https://corponline.dcra.dc.gov/
• DLCP Basic Business License — Charitable Solicitation: https://dlcp.dc.gov/service/get-basic-business-license
• 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: https://www.irs.gov/pub/irs-pdf/p557.pdf