АО, 2005, ноябрь Правовое регулирование деятельности некоммерческих негосударственных организаций в зарубежных странах
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your own not-for-profit corporation, a procedure that sometimes can be very
complicated. Our aim is to assist you in filing the Articles of Incorporation. Also
included are decisions you must make, government agencies you must contact,
and legal obligations you will assume after incorporation.
Because some of the terminology used in this booklet may be new and confusing
to you, I encourage you to consult with an attorney to learn your exact legal
obligations at each stage of the process.
If you have further questions about organizing your corporation, please contact
my Department of Business Services, Corporations Division, at 217/782-9522.
Sincerely,
Jesse White
Illinois Secretary of State
TABLE OF CONTENTS
Preliminary Considerations: Tax-Exempt Status .......................... 1
Articles of Incorporation ...................................................................... 1
Articles of Incorporation Requirements
Corporate Name ..................................................................................... 1Registered Agent and Office ................................................................. 2
Duration ..................................................................................................... 2
Purpose...................................................................................................... 2
Directors..................................................................................................... 4
Incorporators ............................................................................................. 4
Other Provisions ....................................................................................... 5
Cost and Where to File ........................................................................... 5
Filings After Incorporating ..................................................................... 5
Recording.................................................................................................... 5
Federal Employer Identification Numbers ........................................... 6
Federal Income Tax .................................................................................. 6
Illinois Income Tax .................................................................................... 6
Illinois Sales Tax ....................................................................................... 6
Illinois Attorney General Registration .................................................... 6
Reporting Requirements ........................................................................ 7
Addresses and Phone Numbers .......................................................... 8
Illinois General Not-For-Profit Act of 1986,
Illinois Compiled Statutes, 1992, Chapter 805, Act 105.
Printed by authority of the State of Illinois
January 2002 - 5M - GA-357
www.cyberdriveillinois.com
Text printed on recycled paper
C-165.22
A GUIDE FOR ORGANIZING
NOT-FOR-PROFIT CORPORATIONS
NOT ALL NOT-FOR-PROFIT CORPORATIONS ARE TAX EXEMPT. Before you
take any action, you should decide whether you wish to apply for federal income tax
exempt status. (e.g., 501(c) (3) status). Only certain kinds of charities, schools,
churches, research institutes, clubs, etc. fall into that category. The words athletic,''
benevolent,'' eleemosynary,'' and social are not acceptable as purposes if a
corporation is going to apply for 501(c) (3) status.
To find out if your corporation can qualify for a tax break, obtain and read IRS
Publication 557, How to Apply for and Retain Exempt Status for Your Organization.
An organization does not have to be incorporated to apply for exempt status.
Should you decide to apply, you will use either Form 1023 or Form 1024. However,
you must be incorporated before the IRS will consider your application as a not-forprofit
corporation. Incorporation does not guarantee federal tax exemption, but if you
wish to apply for that status your Articles of Incorporation may have to be written with
the IRS regulations in mind.
Definition:
The Articles of Incorporation is a legal document through which a corporation is
formed. This document is sometimes referred to as the `'charter.'' Regardless of your
future tax exempt status, you will need to complete and submit two (2) identical
copies of the Articles of Incorporation, Form NP-102.10, with at least one copy
being original. All the interrogatories must be answered. Please type or print all
responses.
Corporate Name:
(a) Restrictions:
( 1 ) You may choose any name as long as it is distinguishable from the
name of an existing Illinois corporation, a foreign corporation authorized
to conduct affairs in Illinois, an existing Illinois limited liability
company or a foreign limited liability company registered in Illinois or
a name the exclusive right to which is currently reserved.
(2) No name shall contain the words regular democrat, regular democratic,
regular republican, democrat, republican, or the name of any
other established political party, unless consent is given by the State
Central Committee of such established political party.
(3) Must end with the letters NFP if the corporate name contains any
word or phrase that indicates or implies that the corporation is
organized for any purpose other than a purpose for which corporations
may be organized under this Act.
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PRELIMINARY CONSIDERATIONS:
TAX-EXEMPT STATUS
ARTICLES OF INCORPORATION
ARTICLES OF INCORPORATION REQUIREMENTS
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(b) Name Check:
You can find out if a name is available for use by writing or phoning the
Secretary of State in Springfield at (217) 782-9520. A preliminary check
may also be done on the Web. Include a brief description of the corporate
purpose and be prepared with alternate choices of names.
(c) Name Reservation:
You may reserve the name you want, if it is available, for a period of 90
days for a $25 fee. You will need to make a written request, listing the
name and a brief description of the corporate purpose. You may also use
Form NP-104.10. Name reservations are renewable by repeating this
procedure.
Registered Agent and Office:
(a) Purpose:
The purpose of requiring each corporation to maintain a registered agent
and a registered office in Illinois is to provide a public record of the name
of a person upon whom service of process against the corporation may
be made, and of the place where such person may be found. This person
is also the one to whom official correspondence from the Secretary of
State is sent.
(b) Qualifications:
(1) The registered agent must be:
(i) A natural person, resident in Illinois
OR
(ii) A corporation with a purpose clause that permits it to be the agent
for other corporations, with an office in Illinois;
(2) The registered office must be in Illinois and must be a street or road
address, not just a Post Office box number.
(c) Changes:
Any change in either the agent or the office must be reported as soon as
you know of the change. Prompt reporting of changes is important so that
correspondence will not be delayed or lost. Form NP-105.10 is used to
report changes.
Duration:
The duration is the period of time you plan to be incorporated. The duration is
perpetual, unless otherwise stated in the Articles of Incorporation.
Purpose:
(a) Generally:
The purpose is a statement of the type of function or character for which
the corporation is formed. Illinois requires this statement to be a narrow
or specific purpose and will not accept a purpose that is too broad,
general, or vague.
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(b) Allowable Purposes:
Not-for-profit corporations may be organized for any one or more of the
following or similar purposes:
1) Charitable 10) Literary
2) Benevolent 11) Athletic
3) Eleemosynary 12) Scientific
4) Educational 13) Research
5) Civic 14) Agricultural
6) Patriotic 15) Horticultural
7) Political 16) Soil improvement
8) Religious 17) Crop improvement
9) Social 18) Livestock or poultry improvement
19) Professional, commercial, industrial or trade association
20) Promoting the development, establishment or expansion of industries
21) Electrification on a cooperative basis
22) Telephone service on a mutual or cooperative basis
23) Ownership and operation of water supply facilities for drinking and
general domestic use on a mutual or cooperative basis
24) Ownership or administration of residential property on a cooperative
basis
25) Administration and operation of property owned on a condominium
basis or by a homeowner association
26) Administration and operation of an organization on a cooperative basis
producing or furnishing goods, services, or facilities primarily for the
benefit of members who are consumers of such goods, services or
facilities
27) Operation of a community mental health board or center organized
pursuant to the Community Mental Health Act for the purpose of
providing direct patient services
28) Provision of debt management services as authorized by the Debt
Management Service Act
29) Promotion, operation and administration of a ridesharing arrangement
as defined in Section 1-176.1 of the Illinois Vehicle Code
30) The administration and operation of an organization for the purpose of
assisting low-income consumers in the acquisition of utility and telephone
services
31) Any purpose permitted to be exempt from taxation under Section
501(c) or 501(d) of the United States Internal Revenue Code, as now
in or hereafter amended
32) Any purpose that would qualify for tax-deductible gifts under the
Section 170(c) of the United States Internal Revenue Code, as now or
hereafter amended. Any such purpose is deemed to be charitable
under subsection (a)(1) of this Section
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(c) Specifics:
After prefacing or confining the purpose, you may then list a more detailed
or specific purpose. Simple, everyday language can be used. For example:
To find homes for stray dogs and cats, To send needy inner city
children to summer camp,'' or To form a neighborhood block club.'' DO
NOT use any language that may indicate or imply a business purpose as
such is not a proper not-for-profit purpose. A corporation that is to function
as a club, as defined in Section 1-3-24 of the Liquor Control Act of 1934,
must insert in its purpose clause the following statement: the corporation
will comply with the State and local laws and ordinances relating to
alcoholic liquors. You should state whether the corporation is a condominium
association as established under the Condominium Property Act,
a cooperative housing corporation defined in Section 216 of the Internal
Revenue Code of 1954, or a homeowner association, which administers
a common-interest community as defined in subsection (c) of Section 9-
102 of the Code of Civil Procedures.
(d) Tax-Exempt Status:
If you intend to apply for federal tax-exempt status, you must
elaborate on the purposes set forth in this section under a separate
section for Other Provisions.''
(e) Powers:
All not-for-profit corporations are granted many powers by statute. Because
these powers are statutory, they do not need to be listed and should
not be listed in the purpose clause either as purposes or as powers.
Among the granted, statutory powers are the power to sue and be sued,
complain and defend, in the corporate name; to have and affix a corporate
seal; to purchase, lease, acquire, hold, use, own, or otherwise deal in and
with any real and personal property; to make contracts and incur liabilities;
to elect or appoint officers; to make and alter by-laws; to loan money for
its corporate purposes; to have and exercise all powers necessary or
convenient to effect any or all of the purposes for which the corporation is
organized.
Directors:
You must have at least three (3) directors. They do not have to be Illinois
residents or corporation members, but you may require these restrictions or
impose any other qualifications you choose. Restrictions and qualifications
may be set forth on the Articles of Incorporation under the Other Provisions
section, or you may leave restrictions and qualifications to be set forth in the
corporate by-laws.
Incorporators:
One or more incorporators may organize a corporation under this Act. An
incorporator may be either a natural person 18 years or older or a corporation,
domestic or foreign, whether not-for-profit or otherwise.
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Other Provisions:
Below or following the purpose clause, you may list any other provision
regarding the internal affairs of the corporation that you wish to have included
as part of the Articles of Incorporation. These may include:
(a) Tax-Exempt Status:
If you intend to apply to the IRS for tax-exempt status and the section of the
Internal Revenue Code under which your corporation will fall requires an
elaboration of purposes, the means for achieving them, procedures for
dissolution, etc., this is the place to make those statements. This section
must be written in language and format that conform to the specifications
of the IRS Code. The statements given here will play a large part in the
determination of your tax status by the IRS. (Note - In certain cases, this
information may be included in your by-laws instead of placed in the Articles
of Incorporation. Check Publication 557, ask the IRS, or consult an attorney
if you are uncertain about this.)
(b Restrictions and Qualifications:
Under this section you may wish to list who can be a member, an officer,
or a director and what duties each must perform. This information need not
be a part of the Articles of Incorporation, but if it is not, such information
should be a part of your by-laws.
(c) Other Regulations:
Under this section you may list any other regulation for the governing of the
internal affairs of the corporation, or you may leave these for the by-laws.
To become a not-for-profit corporation, deliver two (2) identical copies of the
Articles of Incorporation, with at least one copy being original, and $50 in the form
of a certified check, cashiers check, or money order to the Secretary of State.
Articles of Incorporation can be approved only in Springfield. When approved,
the Secretary of State will stamp the date of filing on both copies and return one
copy, along with the Certificate of Incorporation, to the incorporators or their
representative.
Recording:
After you receive the Certificate and Articles of Incorporation from the Secretary
of State, you must file them with the office of the Recorder of Deeds of the
county in which the registered office of the corporation is located. This
recording must be made within 15 days after the Secretary of State has mailed
these items, or as soon as possible thereafter.
COST AND WHERE TO FILE
FILINGS AFTER INCORPORATING
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Federal Employer Identification Numbers:
Whether your corporation will be tax-exempt or not, you should apply for your
Federal Employer Identification Number. Nearly all corporations will need to
have this number at some time. Obtain Form SS-4 from the IRS to apply for
this number.
Federal Income Tax:
Should you decide to apply for federal income tax-exemption, you should do
so after you have been incorporated and have received the Certificate and
Articles of Incorporation from the Secretary of State.
Obtain the proper application form from the IRS. Complete and submit the
application, along with photocopies of your Certificate and Articles of
Incorporation and your by-laws, to the IRS. The IRS will notify you of their
determination, and the annual reports that will be required in the future, as
soon as practicable after they have received your papers.
If you do not apply for or do not receive a federal tax exemption, you must file
federal income tax returns and pay the appropriate tax. Consult the IRS for
the time to file and the forms to use.
Illinois Income Tax:
If your corporation receives a federal tax exemption, it is exempt from Illinois
income tax. No reports need be filed and no tax is due.
If you do not apply for or do not receive a federal tax exemption, you must file
Illinois income tax returns and pay the appropriate tax. Consult the Illinois
Department of Revenue, Income Tax Division, for the time to file and the
forms to use.
Illinois Sales Tax:
Some not-for-profit corporations may qualify for an exemption from paying
sales tax on goods bought for the use of the organization if they are formed
for exclusively charitable, religious or educational purposes or for senior
citizens. To find out if you qualify, write a letter of request to the Illinois
Department of Revenue, Sales Tax Division, and enclose photocopies of your
Articles of Incorporation, by-laws, constitution, IRS exemption letter or any
other document that may help in determining your status. The Department of
Business Services will notify you of your status as soon as practicable.
If you qualify for sales tax exemption, you will be issued a letter ruling to that
effect. You may not use your not-for-profit registration number or IRS number
to claim exemption from Illinois sales tax.
Illinois Attorney General Registration:
Certain charitable organizations must register with the Attorney General,
Division of Charitable Trust and Solicitations, under either or both the Illinois
Charitable Trust Act or the Illinois Solicitation Act. Information and forms may
be obtained from the Office of the Illinois Attorney General.
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Annual Reports to the Secretary of State:
ALL not-for-profit corporations must file an annual report of officers and
directors with the Secretary of State. The due date will depend upon when the
corporation was formed. The annual report will be due before the first day of
the corporation's anniversary month each year. The anniversary month is the
month in which the corporation was formed. For example, if the date of
incorporation was Sept. 15, the anniversary month is September and each
annual report will be due before the first day of September each year. Forms
will be sent to the registered agent approximately 60 days before the due date.
Failure to file an annual report may result in involuntary dissolution of
the corporation.
Annual Reports to Other Government Agencies:
The Internal Revenue Service, the Illinois Department of Revenue and the
Illinois Attorney General may require various annual returns. Whether you
must file a return and which return you will use depends in part upon your
status as a tax-exempt or non-tax-exempt corporation. To be sure of your
obligations, please consult the proper agency.
Other Reports to the Secretary of State:
Any change in the corporate name, duration, or purpose will require that the
Articles of Incorporation be amended, using the proper form. Also, should the
corporation need to report a merger, dissolution or reinstatement, it should use
the proper form. All forms for these reports are available from the Secretary
of State and should be filed upon the occurrence of the particular event.
The government agencies listed in this guide are not intended to be a complete
list, but merely those agencies most frequently required to be consulted. Some
local governments also may require filings or reports.
REPORTING REQUIREMENTS
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SECRETARY OF STATE
Secretary of State Secretary of State
Department of Business Services Department of Business Services
Corporations Division Corporations Division
350 Howlett Building 69 W. Washington, Ste. 1240
Springfield, IL 62756 Chicago, IL 60602
(217) 782-6961 (312) 793-3380
www.cyberdriveillinois.com
DEPARTMENT OF REVENUE
State of Illinois State of Illinois
Department of Revenue Department of Revenue
Income Tax Division Income Tax Division
101 W. Jefferson 100 W. Randolph
Springfield, IL 62708 Chicago, IL 60601
1-800-732-8866 (312) 814-5258
State of Illinois State of Illinois
Department of Revenue Department of Revenue
Sales Tax Division Sales Tax Division
101 West Jefferson 100 W. Randolph
Springfield, IL 62708 Chicago, IL 60601
1-800-732-8866 (312) 814-5258
www.revenue.state.il.us/
ATTORNEY GENERAL
Illinois Attorney General
Division of Charitable Trust
and Solicitations
100 W. Randolph
12th Floor
Chicago, IL 60601
(312) 814-2595
INTERNAL REVENUE SERVICE (Form pick-up only)
Internal Revenue Service Internal Revenue Service
320 W. Washington 230 S. Dearborn
Room 611 Chicago, IL 60609
Springfield, IL 62703 Attn: Forms Services
(800) 829-3676
All places in Illinois not listed above, call: (800) 829-1040
All IRS forms and publications may be ordered by mail from:
Internal Revenue Service
Forms
P.O. Box 24672
Kansas City, MO 64131
www.irs.ustreas.gov/proc/
ADDRESSES AND PHONE NUMBERS