Most nonprofits are 501(c)(3) organizations, which means they are formed for religious, charitable, scientific, literary, or educational purposes and are eligible for federal and state tax exemptions. To create a 501(c)(3) tax-exempt organization, first you need to form a Maine corporation, then you apply for tax-exempt status from the IRS and the State of Maine. Here are the details.
Form Your Maine Nonprofit Corporation
1. Choose who will be on the initial board of directors for your nonprofit corporation.
In Maine, your nonprofit corporation must have three or more directors.
2. Choose a name for your Maine nonprofit corporation.
The name of your nonprofit corporation cannot be the same as the name of another corporation, limited liability company, or limited partnership on file with the Maine Secretary of State. To see if your proposed name is available, you can search Maine's corporate name search on the Secretary of State's website. For other restrictions on name use, see Section 301-A of Maine's Nonprofit Corporation Act.
3. Prepare and file your nonprofit articles of incorporation.
You will need to create and file nonprofit articles of incorporation with the Maine Secretary of State office. The articles of incorporation must include:
- the corporation's name
- whether the corporation is a public benefit or mutual benefit corporation
- its purpose
- the name and address of the corporation's registered agent as required by Title 5, Section 105 of Maine Revised Statutes
- the number of initial directors if they have been chosen,
- the maximum and minimum number (not less than three) of directors if different than the initial board, and
- the name and address of each incorporator.
The Maine Secretary of State has a nonprofit articles of incorporation form on its website which you can use to create your articles. Complete and file your articles following the instructions provided on the Secretary of State's website.
To receive 501(c)(3) tax-exempt status from the IRS, you'll need to include additional specific language in your articles, including:
- a statement of purpose that meets IRS requirements
- statements that your nonprofit will not engage in prohibited political or legislative activitiy, and
- a dissolution of assets provision dedicating your assets to another 501(c)(3) organization upon dissolution.
For more information on IRS requirements for tax exemption, see IRS Publication 557, Tax-Exempt Status for Your Organization, available on the IRS website. Make sure you include the federal tax-exempt required language in the articles you create.
4. Prepare bylaws for your Maine nonprofit corporation.
You'll need to prepare bylaws that comply with Maine law and contain the rules and procedures your corporation will follow for holding meetings, electing officers and directors, and taking care of other corporate formalities required in Maine. Your bylaws do not need to be filed with the Maine Secretary of State -- they are your internal operating manual.
For more information, see Nolo's article Nonprofit Formation Documents: Articles of Incorporation, Bylaws, and Organizational Minutes. For help creating your bylaws, see Nolo's book How to Form a Nonprofit Corporation, by Anthony Mancuso (Nolo).
5. Hold a meeting of your board of directors.
Your first board meeting is usually referred to as the organizational meeting of the board. The board should take such actions as:
- approving the bylaws
- appointing officers
- setting an accounting period and tax year, and
- approving initial transactions of the corporation, such as the opening of a corporate bank account.
Be sure to prepare and keep minutes of your board meetings.
6. Set up a corporate records binder.
You should set up a corporate records binder for your nonprofit to hold important documents such as articles of incorporation, bylaws, and minutes of meetings. For more information, as well as minutes forms, consent forms, and other resolutions, see Nonprofit Meetings, Minutes & Records, by Anthony Mancuso (Nolo).
Obtain Your Federal and State Tax Exemptions
Now that you have created your nonprofit corporation, you can obtain your federal and Maine state tax exemptions. Here are the steps you must take to obtain your tax-exempt status:
1. File your Form 1023 federal tax exemption application.
To obtain federal tax-exempt status, you need to complete and file IRS Form 1023 with the IRS. This long and detailed form asks for lots of information about your organization, including its history, finances, organizational structure, governance policies, operations, activities, and more. For more information, see Nolo's article How to Obtain 501(c)(3) Tax-Exempt Status for Your Nonprofit or, for line-by-line instruction on how to complete the form, see How to Form a Nonprofit Corporation, by Anthony Mancuso (Nolo).
2. Obtain your Maine state tax exemptions.
Once you have your federal tax exemption, you are automatically exempt from Maine income tax. Check with Maine's tax revenue agency for any filing requirements and to see whether you qualify for any other state tax exemptions, like sales or property taxes.
3. Other state reporting and registration requirements.
Depending on your activities and the size of your organization, you may need to register before you engage in any fundraising activities with the Maine Department of Professional and Financial Regulation, Office of Professional and Occupational Regulation. Check their website for the rules and registration requirements for fundraising activities.
Last updated on September 2013.