Nonprofit Articles of Incorporation and Charitable Registration — Illinois

Nonprofit Articles of Incorporation and Charitable Registration (ILLINOIS)

Quick-Reference Summary

Part A — Articles of Incorporation

Article I — Name

The name of the Corporation is:

[________________________________________]

Article II — Type of Corporation

This Corporation is a not-for-profit corporation organized under the General Not For Profit Corporation Act of 1986 (805 ILCS 105) of the State of Illinois.

This Corporation is NOT:

☐ A condominium association established under the Condominium Property Act
☐ A cooperative housing corporation as defined in Section 216 of the Internal Revenue Code of 1954
☐ A homeowner's association administering a common-interest community as defined in subsection (c) of Section 9-102 of the Code of Civil Procedure

Article III — Duration

The duration of the Corporation shall be perpetual.

Article IV — Purpose

The Corporation is organized and operated exclusively for charitable, religious, educational, and scientific purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (or the corresponding section of any future federal tax code), including for such purposes the making of distributions to organizations that qualify as exempt organizations under said Section 501(c)(3).

The specific purposes for which the Corporation is organized include:

[________________________________________]
[________________________________________]
[________________________________________]

Article V — Powers and Limitations

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 to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article IV.

5.2 Lobbying. No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, except as otherwise provided by IRC § 501(h).

5.3 Political Campaign Activity. 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 other 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).

Article VI — Membership

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

☐ The Corporation shall not have members. The rights of members shall be exercised by the Board of Directors.

Article VII — Directors

7.1 Initial Directors. The number of initial directors of the Corporation is [____] (not less than three, per 805 ILCS 105/108.10), and their names and addresses are:

7.2 Subsequent Directors. The number, qualifications, manner of election, term, and removal of directors shall be as set forth in the bylaws.

Article VIII — Registered Agent and Office

Registered Agent (Illinois resident or authorized corporation):

Name: [________________________________________]

Registered Office in Illinois:

Street Address (P.O. Box alone is not acceptable): [________________________________________]

City: [____________________] ZIP Code: [_______] County: [____________________]

Article IX — Indemnification

The Corporation shall indemnify its directors, officers, employees, and agents to the fullest extent permitted by 805 ILCS 105/108.75, as the same may be amended from time to time, and as further provided in the bylaws.

Article X — Dissolution

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 of the 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, religious, educational, or scientific purposes as shall at the time qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding section of any future federal tax code), 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.

Article XI — Incorporator(s)

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

The undersigned incorporator(s) hereby declare(s), under penalties of perjury, that the statements made in the foregoing Articles of Incorporation are true.

Signature Block

Dated this [____] day of [____________________], [______].

Signature of Incorporator #1: ___________________________________________

Printed Name: [________________________________________]

Signature of Incorporator #2: ___________________________________________

Printed Name: [________________________________________]

Signature of Incorporator #3: ___________________________________________

Printed Name: [________________________________________]

Part B — Filing Instructions

B.1 File Articles of Incorporation with the Secretary of State

Filing agency:

Illinois Secretary of State
Department of Business Services
501 S. Second St., Rm. 350
Springfield, IL 62756
Phone: (217) 782-9522
Web: https://www.ilsos.gov

Filing method:

• Form: NFP 102.10 (Articles of Incorporation) — submit in duplicate
• Fee: $50 (regular processing); $100 expedited (24-hour) — verify current expedited fee with Secretary of State
• Payment: Cashier's check, certified check, money order, or Illinois attorney's/CPA's check payable to "Secretary of State." Cash not accepted.
• Online filing: Many filings are available via Cyberdrive Illinois (https://www.ilsos.gov/corporatellc/)
• Mail filing address: 501 S. Second St., Rm. 350, Springfield, IL 62756

B.2 Post-Formation Filings (Illinois)

Part C — Charitable Solicitation Registration

C.1 Cover Letter Template

[Date]

Illinois Attorney General
Charitable Trust Bureau
100 West Randolph Street, 11th Floor
Chicago, IL 60601-3175

Re: Initial Registration of [Organization Legal Name] — EIN [__-_______]

Dear Charitable Trust Bureau:

Enclosed please find the initial registration filing for [Organization Legal Name], an Illinois not-for-profit corporation that intends to solicit charitable contributions in Illinois. The following materials are included:

☐ Form CO-1, Charitable Organization Registration Statement
☐ Form CO-2, Financial Information Form (only if organization has existed less than one year)
☐ Copy of the file-stamped Articles of Incorporation and all amendments
☐ Copy of the Bylaws
☐ Copy of IRS Determination Letter (or IRS Form 1023/1024 if pending)
☐ List of all Officers, Directors, and/or Trustees (names, mailing addresses, daytime phone numbers)
☐ Copies of contracts with Professional Fund Raisers (if any)
☐ Check for $15.00 payable to the "Illinois Charity Bureau Fund"

Please direct any correspondence to the undersigned at the address below.

Sincerely,

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

C.2 Required Initial Registration Forms

C.3 Fee Schedule

All fees payable to: Illinois Charity Bureau Fund

C.4 Required Attachments (Initial Registration)

☐ All fees (registration $15; plus any late or re-registration fees)
☐ Form CO-1, Charitable Organization Registration Statement
☐ List of all Officers, Directors, and/or Trustees (names, mailing addresses, daytime phone numbers)
☐ Copy of IRS Determination Letter (or IRS Form 1023/1024 if pending)
☐ Copies of all Professional Fund Raiser contracts (if any)
☐ If applicable, Form CO-3 Religious Organization Exemption Form
☐ If a corporation: Articles of Incorporation and all amendments; if incorporated outside Illinois, Certificate of Authority to do business in IL; Bylaws
☐ If an unincorporated association: Constitution and all amendments; Bylaws
☐ If a representative of a probate estate (containing charitable gifts): Will; Letters of Office; Inventory; any pour-over Trust Declarations and Amendments
☐ If a charitable trust or living inter vivos trust: Declaration of Trust and all Amendments; Inventory; recent accounting
☐ Completed Form AG-990-IL (with required attachments) for each of the past 3 years in which the organization held or solicited charitable funds in Illinois; if organization has existed less than 1 year, submit Form CO-2 instead

C.5 Annual Renewal — Form AG-990-IL

C.6 Exemption Categories

Under 225 ILCS 460/3, certain organizations are exempt from registration. Common exemptions include:

☐ Illinois public universities and schools recognized by the State Board of Education, and accredited organizations/foundations affiliated with them
☐ Schools soliciting only from students, alumni, faculty, trustees, and their families
☐ Libraries established under Illinois law that file required reports
☐ Fraternal, patriotic, social, alumni, and historical societies soliciting only from members
☐ Volunteer fire departments and adoption nurseries fundraising exclusively through unpaid members
☐ Federally recognized veterans' organizations
☐ Boys' clubs affiliated with the Boys' Club of America that meet reporting requirements
☐ Religious organizations (may still need to file Form CO-3 to claim exemption)
☐ Fundraisers for specifically named individuals where all proceeds (minus reasonable expenses) go to the beneficiary and are conducted by unpaid volunteers
☐ Organizations receiving funds from community chests or united funds

Part D — Pre-Filing Checklist

Articles of Incorporation (Secretary of State)

☐ Conducted name search on Illinois Secretary of State business database
☐ Drafted purpose clause with IRS-required 501(c)(3) language
☐ Identified initial Board of Directors (minimum 3)
☐ Identified Registered Agent and physical Illinois Registered Office (no P.O. Box alone)
☐ Drafted IRS-required dissolution clause
☐ Completed Form NFP 102.10 in duplicate, signed in black ink by incorporator(s)
☐ Cashier's check, certified check, or attorney/CPA check for $50 payable to "Secretary of State"
☐ Cover letter with return address
☐ Mailed or delivered to: Secretary of State, Department of Business Services, 501 S. Second St., Rm. 350, Springfield, IL 62756

Charitable Solicitation Registration (Attorney General)

☐ Obtained file-stamped Articles of Incorporation from Secretary of State
☐ Drafted and adopted Bylaws
☐ Obtained EIN from IRS (Form SS-4)
☐ Filed IRS Form 1023 (or 1023-EZ) and received determination letter (or attach pending application)
☐ Completed Form CO-1
☐ Completed Form CO-2 (only if existing < 1 year)
☐ List of Officers/Directors/Trustees with addresses and phone numbers
☐ Copies of any Professional Fund Raiser contracts
☐ Check for $15 payable to "Illinois Charity Bureau Fund"
☐ Cover letter
☐ Mailed to: Illinois Attorney General, Charitable Trust Bureau, 100 West Randolph Street, 11th Floor, Chicago, IL 60601-3175

Post-Registration Compliance Calendar

☐ Calendar Form AG-990-IL annual report (due 6 months after FY end)
☐ Calendar Form NFP 114.05 corporate annual report (due before anniversary month)
☐ Calendar IRS Form 990/990-EZ/990-N (due 15th day of 5th month after FY end)
☐ Maintain corporate records book and board meeting minutes
☐ Renew professional fundraiser contracts/registrations

Sources and References

• Illinois Secretary of State — Not For Profit Corporations Publications and Forms: https://www.ilsos.gov/publications/business-services/nfp.html
• Form NFP 102.10 (Articles of Incorporation): https://www.ilsos.gov/content/dam/publications/pdf_publications/nfp10210.pdf
• Illinois General Not For Profit Corporation Act of 1986 (805 ILCS 105): https://www.ilga.gov/legislation/ilcs/ilcs5.asp?ActID=2280
• Illinois Attorney General — Charity Registration: https://illinoisattorneygeneral.gov/Consumer-Protection/Charities/Building-Better-Charities/Charity-Registration/
• Form CO-1 Registration Statement: https://illinoisattorneygeneral.gov/Page-Attachments/FormCO1RegistrationStatement.pdf
• Form CO-2 Financial Information: https://illinoisattorneygeneral.gov/Page-Attachments/CO2FinancialInformationForm.pdf
• Form AG-990-IL Annual Report: https://illinoisattorneygeneral.gov/Page-Attachments/FormAG990-ILCharitableOrganizationAnnualReport.pdf
• Charitable Organization Registration Instructions: https://illinoisattorneygeneral.gov/Page-Attachments/charitable_instructions.pdf
• Solicitation for Charity Act (225 ILCS 460): https://www.ilga.gov/legislation/ilcs/ilcs3.asp?ActID=1369
• Charitable Trust Act (760 ILCS 55): https://www.ilga.gov/legislation/ilcs/ilcs3.asp?ActID=2105
• IRS Charity Required Provisions: https://www.irs.gov/charities-non-profits/charitable-organizations/charity-required-provisions-for-organizing-documents
• IRS Form 1023 / 1023-EZ Instructions: https://www.irs.gov/forms-pubs/about-form-1023