Nonprofit Articles of Incorporation and Charitable Registration — Maryland

Nonprofit Articles of Incorporation and Charitable Registration (MARYLAND)

Quick-Reference Summary

Part A — Articles of Incorporation

ARTICLES OF INCORPORATION OF A TAX-EXEMPT NONSTOCK CORPORATION
(Pursuant to Md. Code, Corps. & Ass'ns Title 5)

Article I — Name of Corporation

The name of the corporation is:

[________________________________________]

Article II — Principal Office

The address of the principal office of the corporation in Maryland is:

[____________________________]
[City], Maryland [ZIP]

Article III — Resident Agent

The name and address of the resident agent in Maryland is:

Name: [____________________________]
Address: [____________________________]
[City], Maryland [ZIP]

Article IV — Duration

The corporation is to have perpetual existence.

Article V — Purposes

The corporation is organized and shall be operated exclusively for charitable, religious, educational, 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 for such purposes the making of distributions to organizations that qualify as exempt organizations under § 501(c)(3) of the Code. The specific purposes for which the corporation is formed are:

[________________________________________]
[________________________________________]
[________________________________________]

Article VI — Powers and Limitations

6.1 General Powers. The corporation shall have all the powers granted by Md. Code, Corps. & Ass'ns § 2-103 to the extent consistent with its tax-exempt status.

6.2 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.

6.3 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 by 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.

6.4 Overriding § 501(c)(3) 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 VII — Membership (Nonstock)

7.1 Nonstock. The corporation is a nonstock corporation. The corporation is not authorized to issue capital stock.

7.2 Members. ☐ The corporation shall have one or more classes of members as set forth in the bylaws.

☐ The corporation shall not have members; corporate powers shall be exercised by the board of directors.

Article VIII — Board of Directors

8.1 Number of Initial Directors. The number of initial directors is [____] (minimum 1; IRS recommends 3 unrelated).

8.2 Initial Directors. The names of the persons who will act as initial directors until the first annual meeting and until their successors are elected and qualified are:

Article IX — Indemnification

The corporation shall indemnify its directors and officers to the fullest extent permitted by Md. Code, Corps. & Ass'ns § 2-418 and shall advance expenses to such persons in accordance with that statute.

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 of the liabilities of the corporation, distribute the remaining assets exclusively for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue 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 undersigned, being at least 18 years of age, acting as incorporator(s) for the purpose of forming a nonstock corporation under the laws of the State of Maryland, hereby execute(s) these Articles of Incorporation.

Signature Block

IN WITNESS WHEREOF, the undersigned incorporator(s) execute these Articles of Incorporation under the laws of the State of Maryland on [__/__/____].

Incorporator Signature: _____________________________
Print Name: [____________________________]
Date: [__/__/____]

Resident Agent Consent: I hereby consent to act as resident agent for the above-named corporation.

Resident Agent Signature: _____________________________
Print Name: [____________________________]
Date: [__/__/____]

Part B — Filing Instructions

B.1 Where to File

State Department of Assessments and Taxation (SDAT)
Corporate Charter Unit
301 W. Preston Street, Room 801
Baltimore, MD 21201-2395
Phone: (410) 767-1340
Online filing: https://businessexpress.maryland.gov/

B.2 Filing Method and Fee

Optional: $5 return mail fee. Make check payable to "State Department of Assessments and Taxation."

Turnaround: ~10+ weeks standard; ~7 business days with expedite; same-day if filed in person with expedite by 4:15 p.m.

B.3 Post-Formation Obligations

☐ File SDAT Form 1 (Annual Report and Personal Property Return) by April 15 each year
☐ Apply for EIN (IRS Form SS-4)
☐ Apply for federal tax exemption (IRS Form 1023 or 1023-EZ)
☐ Apply for Maryland income tax exemption with the Comptroller of the Treasury, Revenue Administration Division, Room 105
☐ Complete Maryland Combined Registration Application (via Maryland Tax Connect) for state taxes
☐ Apply for sales and use tax exemption (renewable every 5 years)
☐ Register with the Office of the Secretary of State as a charitable organization (see Part C)
☐ Adopt bylaws at the organizational meeting

Part C — Charitable Solicitation Registration

C.1 Cover Letter

[Organization Name]
[Address]
[City, MD ZIP]

[__/__/____]

Office of the Secretary of State
Charitable Organizations Division
16 Francis Street
Annapolis, MD 21401

Re: Initial Charitable Organization Registration — [Organization Name]; EIN [__-_______]

Dear Charitable Organizations Division:

Enclosed (or submitted via the Maryland OneStop portal) please find the [COR-92 Registration Statement / Exempt Organization Fund-Raising Notice] of [Organization Name], a Maryland tax-exempt nonstock corporation. The organization intends to solicit charitable contributions in the State of Maryland and submits this filing pursuant to the Maryland Solicitations Act, Md. Code, Bus. Reg. § 6-401 et seq.

Sincerely,
_______________________________
[Authorized Officer Name, Title]

C.2 Two-Track Initial Filing

Maryland uses a two-track system based on annual charitable contributions and use of professional solicitors:

C.3 Online Filing — Maryland OneStop Portal

URL: https://onestop.md.gov/forms/sos-charities-initial-registration-form-62f3e1807f7e3200016a5def
Agency: Office of the Secretary of State — Charitable Organizations Division
Phone: (410) 974-5534
Fax: (410) 974-5527
Email: [email protected]

The OneStop portal dynamically routes filers to either the Exempt Notice path or the full COR-92 path based on answers.

C.4 Fee Schedule (COR-92 — When Required)

C.5 Required Attachments (COR-92)

☐ Financial report (statement of revenue, expenses, assets, liabilities)
☐ Current board of directors list with addresses
☐ Articles of Incorporation (SDAT-stamped copy)
☐ Bylaws
☐ IRS Tax Determination Letter or pending IRS Form 1023
☐ Contracts with professional solicitor(s) or fund-raising counsel(s), if any
☐ Audit (if gross income > $750,000) or financial review (if $300,000–$750,000)
☐ Registration fee (per C.4 schedule)

C.6 Annual Renewal

C.7 Exemptions from Registration

Under Md. Code, Bus. Reg. § 6-402, the following are exempt from full registration (they file the Exempt Organization Fund-Raising Notice instead):

☐ Organizations receiving ≤ $25,000 in charitable contributions annually AND not using paid solicitors
☐ Religious organizations and organizations affiliated with religious organizations
☐ Organizations soliciting contributions only from their members

Exempt organizations must still file the Exempt Organization Fund-Raising Notice annually within 8 months after fiscal year-end.

Part D — Pre-Filing Checklist

☐ Verified corporate name availability via SDAT Business Express
☐ Corporate name contains required ending ("Corporation," "Inc.," "Ltd.," "Co.")
☐ Selected entity type as "Tax-Exempt Nonstock Corporation"
☐ Identified Maryland street address for principal office
☐ Identified Maryland resident agent (individual or MD corporation)
☐ Obtained resident agent written consent
☐ Identified at least one initial director (IRS recommends 3 unrelated)
☐ Drafted purpose clause satisfying IRC § 501(c)(3) organizational test
☐ Included Treas. Reg. § 1.501(c)(3)-1(b)(4) dissolution language
☐ Prepared $170 SDAT fee ($100 + $20 + $50)
☐ Decided on filing method (mail saves $50 expedite fee)
☐ Reserved EIN application via IRS Form SS-4
☐ Reserved IRS Form 1023 / 1023-EZ submission
☐ Calendared SDAT Form 1 Annual Report (April 15)
☐ Calendared Maryland Combined Registration Application (Tax Connect)
☐ Determined charity registration track (Exempt Notice or COR-92)
☐ Reviewed audit ($750,000) and review ($300,000–$750,000) thresholds
☐ Created Maryland OneStop account
☐ Calendared Annual Update of Registration (10.5 months after FYE)

Sources and References

• Maryland State Department of Assessments and Taxation (SDAT), https://dat.maryland.gov/
• SDAT Forms — Articles of Incorporation Tax-Exempt Nonstock Corporation, https://dat.maryland.gov/Pages/sdatforms.aspx
• Maryland Business Express, https://businessexpress.maryland.gov/
• Md. Code, Corps. & Ass'ns Title 5 (Special Types of Corporations), https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gca&section=5-201
• Md. Code, Bus. Reg. § 6-401 et seq. (Maryland Solicitations Act), https://mgaleg.maryland.gov/mgawebsite/Laws/StatuteText?article=gbr&section=6-401
• Maryland Secretary of State — Charitable Organizations Division, https://sos.maryland.gov/Charity/Pages/default.aspx
• COR-92 Registration Statement (PDF), https://sos.maryland.gov/documents/cor-92.pdf
• Annual Update Form (PDF), https://sos.maryland.gov/documents/annualupdateform.pdf
• Exempt Organization Fund-Raising Notice (PDF), https://sos.maryland.gov/Documents/ExemptOrganizationFund.pdf
• Maryland OneStop Charities Initial Registration, https://onestop.md.gov/forms/sos-charities-initial-registration-form-62f3e1807f7e3200016a5def
• Maryland Comptroller of the Treasury — Nonprofits, https://www.marylandcomptroller.gov/businesses/nonprofits.html
• IRS Publication 4221-PC, https://www.irs.gov/pub/irs-pdf/p4221pc.pdf