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 West Virginia nonprofit corporation. Then you apply for tax-exempt status from the IRS and the state of West Virginia. Here are the details.
Form Your West Virginia Nonprofit Corporation
To form a nonprofit in West Virginia, first you need to form a nonprofit corporation under West Virginia state law (Chapter 31E of the West Virginia Code “WVC”).
1. Choose the initial directors for your corporation
In West Virginia, you must have three or more directors on your board.
2. Choose a name for your West Virginia nonprofit corporation
The name of your nonprofit corporation must contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd." It also must be distinguishable from the name of any other corporation or business entity on file with the Secretary of State. To see if your proposed name is available, you can search the Business Organization Search database on the Secretary of State’s website. You can reserve a name which will prevent another nonprofit or business from registering the name while you prepare and file your articles.
See WVC §31E-4-401 for more information on name restrictions for nonprofits.
3. Prepare and file your nonprofit articles of incorporation
You create your nonprofit entity by filing articles of incorporation for a nonprofit with the West Virginia Secretary of State. Your articles of incorporation must include basic information such as:
- its name
- a statement that the corporation is nonprofit and that it will not have stock or make distributions
- whether the corporation will have members
- the mailing address of the initial registered office, if any, and the name of the initial registered agent at that office, if any
- the name and address of each incorporator
- the mailing address of the corporation's principal office, and
- an email address where informational notices and reminders of annual filings may be sent, unless there is a technical inability to comply.
The West Virginia Secretary of State has a nonprofit articles of incorporation form on its website which you can use to create your nonprofit corporation. Complete and file your articles following the instructions provided. You can complete and file your articles online or complete a fillable articles form and mail it in.
To receive tax-exempt status from the IRS, you'll need to have specific language in your articles, including:
- a statement of purpose that meets IRS requirements
- statements that your non-profit will not engage in prohibited political or legislative activity, and
- a dissolution of assets provision dedicating your assets to another 501(c)(3) organization upon dissolution.
The Secretary of State’s office has an articles form for nonprofits that includes the IRS-required language in an attachment (CD-1NP Articles of Incorporation With Nonprofit IRS Attachment). Be sure to include the IRS language in the articles you create. For more information on IRS requirements for tax exemption, including sample language, see IRS Publication 557, Tax-Exempt Status for Your Organization, available on the IRS website.
4. Prepare bylaws for your West Virginia nonprofit corporation
Before you file your articles of incorporation, you’ll need to have bylaws that comply with West Virginia law. Your bylaws 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 West Virginia. Your bylaws do not need to be filed with the state -- they are your internal operating manual.
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:
- electing initial directors (unless named in articles of incorporation)
- 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.
After the meeting is completed, be sure to create minutes that accurately record the actions taken by the board.
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 West Virginia 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, 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. 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 West Virginia state tax exemptions.
Once your nonprofit receives 501(c)(3) tax-exempt status from the IRS, you are exempt from West Virginia’s income tax. For information and filing requirements for exemptions from other state taxes, including sales and use tax and property taxes, check with the West Virginia State Tax Department.
3. Other state reporting and registration requirements.
Depending on your activities and the size of your organization, you may need to register with the state before doing any fundraising activities. The Secretary of State’s office has information about fundraising and registration requirements for nonprofits, including a charitable solicitation registration package.