Key Legal Documents You Need to Set Up a Nonprofit

When you decide to start a nonprofit, one of the first challenges you face is understanding which documents you need and how they fit together. These documents shape your structure, define your mission, and prepare your organization for 501(c)(3) status. Having the right paperwork in place helps the IRS and your state recognize your nonprofit as a legitimate entity.

Below is a clear, step by step overview of the key documents every founder should have before launching a nonprofit.

Articles of Incorporation

Your Articles of Incorporation create your nonprofit at the state level. This document is filed with your Secretary of State and becomes the foundation for your organization.

Strong Articles should include:

• Your nonprofit’s name
• Your mission or purpose
• A statement that meets IRS 501(c)(3) requirements
• Information about your board structure
• A clause describing what happens to assets if the organization closes

States require certain disclosures, and the IRS requires specific wording for public charities. Chisholm Law Firm prepares Articles that meet both sets of rules so your 501(c)(3) application is not delayed.

For additional guidance, see our internal comparison of Articles vs bylaws.

Bylaws

Bylaws outline how your nonprofit operates. They explain how your board makes decisions, how officers are selected, and how meetings take place.

Bylaws commonly include:

• Board roles and voting procedures
• Terms for officers and directors
• Meeting requirements
• Committee structure
• Rules for decision making
• Policies for removing or adding board members

The IRS expects nonprofits to have bylaws before submitting Form 1023. Good bylaws help your board avoid confusion once the organization begins to grow.

Conflict of Interest Policy

A conflict of interest policy protects your organization by requiring board members to disclose personal interests that might influence decisions.

A clear policy should include:

• A definition of what counts as a conflict
• Steps for disclosure
• Rules for recusal
• Procedures for documenting decisions

The IRS requires a conflict of interest policy as part of the 501(c)(3) review process. It helps show that your nonprofit is managed with care and that board decisions support the mission rather than personal benefit.

Employer Identification Number (EIN)

An EIN is your nonprofit’s federal tax ID number. You need an EIN before you can:

• Open a bank account
• File your tax exemption application
• Hire staff
• Apply for grants

Even if your nonprofit is small, an EIN is required for federal recognition. It is issued by the IRS and is free to obtain.

Initial Board Resolutions

Once your nonprofit is formed, your first board meeting should produce written resolutions. These resolutions document the board’s early decisions and establish your governance record.

Initial resolutions often include:

• Adoption of bylaws
• Adoption of the conflict of interest policy
• Election of officers
• Approval of your mission statement
• Authorization to apply for 501(c)(3) status
• Approval of your bank account

Keeping resolutions in your corporate records helps maintain a clear history of board activity.

IRS Form 1023 or Form 1023 EZ

To obtain 501(c)(3) status, your nonprofit must submit either Form 1023 or Form 1023 EZ. This is one of the most important filings in the entire process.

Form 1023 EZ

A shorter form available for smaller organizations that meet specific criteria. It requires:

• A simple description of the mission
• Basic financial projections
• Confirmation that your governing documents meet IRS rules

Form 1023

A detailed filing used by most nonprofits. It requires:

• A narrative describing your planned activities
• A breakdown of your programs
• A copy of your bylaws
• A copy of your Articles
• Financial statements
• Governance information
• Policies and procedures

This form helps the IRS determine whether your organization qualifies as a public charity. Chisholm Law Firm prepares these applications for founders across the United States and supports them through the review process.

State Charity Registrations

Many states require nonprofits to register before they begin fundraising. These registrations protect donors by making sure charities disclose their financial activity.

Common requirements include:

• A copy of your Articles
• Your bylaws
• Your IRS determination letter
• Financial statements or budgets
• Board information

Some states require annual renewals, while others only require a one time filing.

If your nonprofit plans to raise funds in several states, you may need to register in each one.

When These Documents Must Be Updated

Your nonprofit’s documents should not remain static. They must be updated when your organization grows or when state or federal rules change.

You may need updates when:

• You add new programs
• Your board structure changes
• You revise your mission
• You update your financial policies
• States change charity registration requirements

Keeping your documents current helps maintain good standing and supports future grant applications.

Ready to Start Your Nonprofit the Right Way?

Missing a single document or clause can lead to months of back-and-forth with the IRS. Correctly drafted legal documents prevent these delays and set a solid foundation for your mission.

At Chisholm Law Firm, we have a history of 100% success for our clients because we handle the drafting and filing of every document listed above. We ensure your paperwork is precise, compliant, and ready for approval. Contact us today to get started.

FAQs

Do nonprofits need bylaws?

Yes. The IRS expects nonprofits to adopt bylaws before applying for 501(c)(3) status.

What IRS forms are required?

Most nonprofits file Form 1023 or Form 1023 EZ to request tax exemption.

Does every state require registration?

Not all states require charity registration, but many do. The requirements depend on whether you plan to raise funds in that state.

Do I need a lawyer to form a nonprofit?

A lawyer is not required, but many founders choose legal support because the IRS has strict rules for governing documents and exemption applications.

What documents prove 501(c)(3) status?

Your IRS determination letter serves as your official proof of 501(c)(3) status and is often required for grants, donations, and state registrations.