This article is for educational and entertainment purposes only. This is not legal advice and should not be relied on as such. Every case is different. Consult a licensed professional in your state. Viewing this website or its content does not create an attorney-client relationship with Lyda Law Firm or any of its lawyers.
The first step in starting a nonprofit is to define your mission and write a mission statement. Not only is a mission statement helpful in guiding your strategic decisions, you will also need it while filing for 501(c)(3) tax-exempt status.
A mission statement will also come in handy when talking to potential donors and describing your nonprofit to volunteers or just curious individuals.
One thing to note, mission statements are often confused with vision statements. A vision statement is a view of how the world should be as a result of your work. Mission statements tend to be more tangible and immediate and they tend to evolve and grow as your nonprofit evolves and grows.
So a mission statement should aim to describe your nonprofit’s fundamental purpose, communicate the value that your nonprofit delivers, who your nonprofit serves, and how.
Everyone will go about this process a little bit differently, but we think it is a good idea to start with some simple reflection. Ask yourself:
While you’re reflecting on those questions, grab a pen and paper and start articulating. If you can answer those questions succinctly, you are well on your way to writing a compelling mission statement.
Once you get your ideas on paper, you’ll want to do some extensive editing to make it as concise as popular. In fact, Top Nonprofits compiled a list of great nonprofit mission statements and found that the average length was just 15 words. We think aiming for something less than 20 words is ideal.
A basic format to use is:
[What do you want to accomplish]+[Who do you want to serve]+[Where]
Using this format, here are some examples:
As you begin your journey, feel free to reach out to us with any questions.
Step number two in starting a nonprofit is to define your who. This is really important because it will help you articulate who you are going to be working with.
This is extremely important not only because you need to know it in order to operate and to have your nonprofit run smoothly. But also because you'll be specifically asked about it when you go to fill out your IRS Form 1023, which is the big packet of stuff that you submit to the IRS to actually be recognized as a 501(c)(3) nonprofit. So, you need this information, not just to operate, but also to be legally deemed a nonprofit.
We like to break down the question of defining your who into those three groups:
The first “who” that you’ll want to define is your officers. These are the people who will actually be running the day-to-day of your organization. As the founder, it's very likely that you will be the officer, or an officer, of your nonprofit. Officers include people like the executive director, development director, and other directors.
When naming your officers, it's important not only to come up with what their titles will be, but also what their responsibilities will be. This will help the operation run more smoothly. So what are the expectations of your relationship with each other? Who will be in charge? Who will report to whom? Who will be doing the day-to-day work on fundraising, managing staff, managing operations, serving the mission as a whole, etc?
Next, it’s time to pick your board of directors.
If you are going to be a private foundation, those people can be related by family relations or by business relations.
If you are starting a public charity, you need your board members to be independent. That means a majority of your board has to be unrelated by either family or business relations.
Who should be on your Board?
It's important to have a group of people you trust. It's also important to have people who have maybe subject matter expertise in your field. For example, if you're starting some a medical nonprofit, it may be helpful to have people with a medical background on your board.
But it's also important to have people who know about running a nonprofit, not just the substantive area, but actually the day-to-day of what it takes to run a nonprofit.
Another thing to consider when picking a board of directors is fundraising. Board members often donate on their own or raise funds from their networks.
I always recommend that a board have an odd number of people to avoid tie votes. The minimum we suggest is three people. Nonprofits are required to designate a Chair, Secretary, and Treasurer. One person can hold multiple positions, but if you have three board members, you might as well assign one duty to each. And, of course, you can have more than three members of your Board as well.
Keep in mind, IRS Form 1023 asks for the bios of your board and for their job responsibilities in their non-board life. So you'll need to gather all of that information on them.
The final group is your other collaborators. This includes any other person or group you will be working with. Think about vendors, other nonprofits, foundations, etc.
We suggest that you write all of this down. And it’s not just enough to write down a list of names and job titles - you should do your best to outline roles and responsibilities. You'll thank yourself later for doing it.
The next step in starting your nonprofit is to determine how you will fund your nonprofit.
Providing financial stability and ways to sustain the operations of your nonprofit can feel overwhelming, and figuring out where to get started can feel very confusing. Every nonprofit organization is unique. So you’ll want to thoroughly consider the options that are available for funding for nonprofits across the board.
Typically, there are seven different ways to fund a nonprofit. Your nonprofit can use one of these options or a combination of several options.
One common funding option is to offer a product or a service for which you charge. For example, Meals on Wheels charge a nominal fee which allows them to sustain the nonprofit's operations.
Number two is cause-related marketing. This, typically, is an option in which a nonprofit partners with some type of a for-profit entity, where the organizations team up to work together to raise money for the nonprofit organization.
Number three is sponsorship from another entitiy. This is when another entity, either another nonprofit or a for-profit company provides funds to help sustain the operations of the nonprofit. Nonprofits funding by this sort of arrangement often have multiple sponsors.
Number four is charitable giving, and many forms of corporate charitable giving are available. For example, there are pro bono programs, there is community-based fundraising, there is product donations. And then something that you may have heard of or taken a part in, and that is a one-day work event, where the employees of a corporation take that day to help the nonprofit and do fundraising for the nonprofit.
Numbers five and six are donations and fundraising.Donations and fundraising are historically the way that most nonprofits sustain their operations. With that being said, fundraisers take time to plan, they can be costly, they can be very time-consuming, and take a lot of work.
And, typically, you have to start planning those events pretty far in advance. And one thing with those fundraising options is you want to utilize your connections, utilize the partnerships that your nonprofit may have, or that you may have individually.
Lastly, there is grant funding. Grants can offer supplementary cash to help sustain the operations of a nonprofit. But the process of obtaining a grant can be an incredibly lengthy and frustrating process. Typically, there are four different sources of grants. There are public charities, community foundations, family foundations, and private foundations.
Funding might seem like common sense, but it is often overlooked. We recommend that nonprofits try to think like for-profit businesses. That means tracking your expenses and create a thorough budget. We’ll talk more about that in another section.
Step four in starting your nonprofit is to determine what type of nonprofit you are. There are two main types of nonprofits: public charities and private foundations.
This is a huge fork in the road that will define your nonprofit.
It will define your operations. It will define what you do. And, very importantly, it will define how the IRS treats you, so take this decision seriously.
A public charity is what we call operational. It's what you think of when you think of most nonprofits that are out there putting on programs and operating within the community. Whether they are putting on educational programs or any sort of direct service opportunity, that's most likely a public charity.
One big requirement for public charities is that they have to have diversified funding sources, so that's part of what it means to say that they are public charities. That means that not all of your money can come from one family that's setting up this nonprofit. Similarly, the board members on the public charity cannot all be related by family ties or by business.
And perhaps, in part, because of all of those diversified funding sources, the IRS does offer a benefit to the people who contribute to the nonprofit monetarily. The IRS allows people who donate to public charities to deduct a higher portion of their contributions from their income taxes.
Now, that is all in contrast to the private foundation. A private foundation, you probably hear of private foundations funding other nonprofits, or underwriting NPR, and things like that. They are private foundations because they can be funded by one central source, like one family, and that's why, often, foundations are named after families. They are not typically operational, but rather exist to give funding to other nonprofits.
Now, because they are private, not only can the funding be centralized, but the board membership, they can be all members of the same family, for example, and often they are. But there is some more IRS scrutiny with private foundations because, due to the lack of funding sources and the fact that it can be all family members on the board. The IRS gives that kind of extra level of scrutiny to private foundations, just to make sure that a private foundation is not being used by a wealthy family as a slush fund, and the money is actually being used for tax-exempt charitable purposes. As part of that IRS scrutiny, private foundations are also required to give away 5% of their assets each year to charity.
There is a third type of nonprofit that is really just a hybrid of the two main types of nonprofits, and that hybrid is called a private operating foundation. And so, what that is, is that is a foundation that can also do a lot of its own direct programming. The IRS requires that a private operating foundation use 85% of its annual income or investment returns for tax-exempt purposes each year.
A private operating foundation is subject to investment income tax. However, donors can deduct their contributions at a higher level than they would be able to if donating to a private foundation. So that hybrid approach of the private operating foundation, it can sometimes be a good approach if the nonprofit wants to put on some of its own programming, but also devote a substantial amount to giving money to other charities as well.
Those are the two main types of nonprofits, a public charity or a private foundation, plus a little bonus mixture of the two at the end with the private operating foundation. This is a really important decision and I have only spoken about it in broad strokes. It's a lot more complicated than this. And this might be one where it is a good idea to consult an attorney to make sure that you are going down the right path now that you are confronting this fork in the road.
Step number five in the nonprofit checklist is to consider whether you want to use a fiscal agent, a fiscal sponsor, or none of the above.
In this section, we will discuss how it means to use a fiscal agent or fiscal sponsor, the differences between the two, and the pros and cons.
A fiscal agent or fiscal sponsor is an organization that acts on the behalf of another party. In the case of a nonprofit fiscal agent, the other organization is usually a nonprofit that acts as a parent or mentor for your startup nonprofit.
Fiscal agents can be a great asset to new nonprofits because they can help handle more complicated issues administering grant funds, handling donations, or tax issues.
Sometimes you'll hear the terms fiscal agent and fiscal sponsor used interchangeably, but there are technical legal differences between the two.
A fiscal sponsor typically has more responsibility and control than a fiscal agent.
So if you get grant funds or if you want to seek grant funds, and you're not yet set up and don't have all of your formal processes in place to go get those grant funds, a fiscal sponsor will be the group that actually receives those grant funds on your behalf.
They will retain responsibility for making sure those funds are used properly, but that also means that they'll technically have legal control over those funds. So even though they are kind of steering them toward your group's project, your nonprofit, your charitable purpose — technically, they are in control of those funds, not you. They can also do some of the same things that a fiscal agent does in terms of providing you back-office support and logistical support while you are getting started.
A fiscal agent, on the other hand, sure, they provide some of the back-office and administrative support that a fiscal sponsor does and they can help you administer your grant funds. But they don't have technical legal control over those funds and they don't have responsibility for those funds. So if you're using a fiscal agent, you have control over the money, but you also have the legal responsibility to make sure that that money is being used for its proper charitable purpose.
If you don't yet have nonprofit status, then the donations that come to you through the fiscal agent will not be tax-deductible to the donor, the person who is giving the money. If you do have nonprofit status, or if the project that the money is going to has independent nonprofit status, then those donations will be tax-deductible for the donor. So that's the main difference between the fiscal sponsor and the fiscal agent, it is really just the level of control and responsibility that the fiscal sponsor has, as compared to the lower level of control and responsibility that the fiscal agent has.
OK. So let's talk about the pros and cons of using, really, either type of organization because you don't have to use a fiscal agent or a fiscal sponsor, you can go it alone. So the pros for using one of these types of organizations is that they will give you back-office support, they will give you administrative support, they have their own nonprofit status. So when you are starting out, that can be very attractive and they have all of their Is dotted and their Ts crossed. They do all the things, that all of those little details that you're worried about, often, the fiscal sponsor or fiscal agent already has all of that set up and they have those boxes checked.
They can help you with grant compliance to make sure that, OK, after you get a grant, there is a bunch of responsibility for how to use the money, how to report on how you're using the money to whatever source gave you that funding. That can be a burdensome administrative project. Well, a fiscal sponsor can really help you with those responsibilities.
And the final pro is that, sometimes, donors, or foundations, or even governments that are handing out grants might be more comfortable giving it to a more established organization. So if you're using a fiscal sponsor, the donor might be more comfortable working with that fiscal sponsor than working with you if you haven't really made a name for yourself out there yet.
Now, let's talk about some of the drawbacks to using a fiscal agent or a fiscal sponsor. Well, one is cost, they do charge a fee for those services. It isn't just all happening for free. Now, on the other hand, that cost may be lower than some of the startup costs if you are going to handle all of the administrative stuff yourself. If you're going to get your own 501(c)(3) status and go through that whole process, and maybe hire some people to do your administrative work.
Ultimately, you'd have to compare the costs of going it alone versus using a fiscal agent or a fiscal sponsor. But they do charge for their services, and especially after a while, that can start to feel burdensome for what you are getting in exchange for those services. So that's something to consider.
You also may not be comfortable with giving up that sort of control. Especially if you're using a fiscal sponsor, you may want the responsibility but also the control over the money that you're receiving. And then, lastly, you may get to a point where you say, "OK, we're established now. We have been using a fiscal sponsor or a fiscal agent, but we're established now. We can handle our own admin. We can administer our own funds. We can report to our grantors about how we're using that money. What are we spending all of this money on with the fiscal sponsor or a fiscal agent?" And you may want to transition.
Well, at that point, the fiscal sponsor or the fiscal agent may have come to rely on the fees you are paying them as part of their budget and. And while they are technically supposed to help you transition as seamlessly as possible, they may drag their feet just a little bit, or it may feel that way to you. So those transitions can sometimes be a bit difficult, and that's something to consider going in.
And if you are looking at specific fiscal sponsors you may want to use, that's probably a conversation you want to have right away on the front end. Rather than waiting till you're already ready to leave before you ever talk about, "OK, what is the process for kind of spinning off on our own and going independent?"
So those are the differences between fiscal sponsors and fiscal agents and just a few of the considerations for whether to even use one of those types of organizations at all, as compared to just going it alone.
Creating a budget for your nonprofit is not only important for your operations, it's also a huge part of your application for 501(c)(3) nonprofit status with the IRS.
All of these steps are helping you not only start yourself as a nonprofit, but also create the building blocks for that IRS application that's called IRS Form 1023 (or 1023-EZ, depending on your size). Form 1023 is the big application that helps you get recognized as a 501(c)(3) nonprofit by the IRS.
One of the trickiest parts of that application is your budget because the IRS requires up to four years of financials. If you've been operating for four years or more, that's easy, you just disclose those numbers from your bookkeeping records to the IRS.
But if you're just starting your nonprofit, you obviously don't have four years of financials to report.
If you have been operating for less than one taxable year and haven't filed taxes yet, you actually just have to do three years of financials. And if you have been operating for one year or more, you have to do the full four years.
But you might say, "Well, we haven't been operating for that amount of time. What are we supposed to put in those boxes? Can we just leave them blank?" No. What the IRS wants, in that case, is projected financials.
The basic categories they are looking for are money in and money out.
As far as money in is concerned, what sort of grants do you expect to receive? What sort of donations do you expect to receive in-kind donations? Which is donated items, what are you looking for there? And what do you think you can realistically obtain for each of the next three years?
And, as far as money out is concerned, the IRS requires and it's also a good idea for you to start thinking through, what is this going to cost to run? What will your program expenses be? What will your rent be? What will you spend on insurance? What will you spend on lawyers? What will you spend on travel, fuel, lodging, all of that sort of stuff?
This can be one of the trickiest exercises you go through in starting your nonprofit because if you feel like you have no idea what your budget is going to be three years from now, you're not alone. That's a very common way to feel when you are just starting your nonprofit. But it's a good exercise for you to go through.
So how do you come up with these numbers? It might feel like you're just pulling them out of thin air.
What I would suggest is pull up the 1023 form at the IRS website. Then you can go to GuideStar.org.
In the search box on Guide Start, try to find a 990 for a few nonprofits that are similar to yours. Then, base your projections off of those other nonprofits' 990 forms.
That's a really good resource that you can use to fill in that box and make your financial projections, which will really help you spend less in legal fees to be able to just turn that over to your lawyer when it's time to fill out your IRS Form 1023.
Step number seven in starting your nonprofit is to write your narrative of activities. This is a crucial portion of the IRS application, in terms of actually getting your nonprofit approved. It's also a really important activity to go through to kind of help you hone your elevator pitch, your concise statement of what it is that your nonprofit does, and how you do it.
So, like I said, this is required for the 1023 application with the IRS but it's also a really important exercise to go through, kind of a thought exercise. It's about crafting your ability to articulate a message for what your nonprofit does, and how you do it. Like an elevator pitch, which is, you know, if you are on an elevator with somebody, and you have that amount of time to tell them what you do and how you do it. What do you say? So it's a really good opportunity to hone your message.
Now, the first thing to remember in drafting your narrative is your mission. Go back to the video on drafting a mission statement. We have done one in this video series. We also did one in the legal checklist for startups. Your mission is simply your why, keep that at the forefront when you're writing your narrative.
But your narrative requires more than just your why, so think about kind of like journalists say the five W's; who, what, where, when, and why. Give that level of detail for not only are you out to save the world or educate children, you're doing it with these specific people for these specific purposes. Your activities are specifically what, or what are they going to be, and when are they going to happen?
As far as the level of detail, think about it as maybe kind of like a page or a few paragraphs. It doesn't have to be a novel. It just has to be enough to give the person who is reading it the opportunity to approve your application. And it's always really important to remember that, even though it's the IRS, there is some human being out there who will read this. This is your chance to introduce your nonprofit to another human being, and give them the opportunity to stamp it approved, and get your nonprofit really running and recognized by the government.
Now, on that note of getting your nonprofit approved, it's really important that you don't include any prohibited activities in your narrative. You want to help yourself here, not hurt yourself. So don't go off talking about things that the IRS doesn't want you to do, like political activities or profiteering of some sort. So avoid those prohibited activities when you're describing what your nonprofit does.
But, all in all, the main deal here is make it concise, make it clear. And, remember, you're writing for a human being. You’re introducing your nonprofit; what you do, how you do it, and remember those five W's. And then put that in practice, not only in your IRS application, but use it when you're talking to anybody about your nonprofit. Whether it's a potential donor, a foundation that may be giving you a grant, or just your family and friends — this is your opportunity to hone your message about what you do and how you do it.
Step number eight in starting your nonprofit is to set up your Articles of Incorporation and your bylaws. This can be a tough step.
So hear me out on this analogy, your Articles of Incorporation are like the constitution for your nonprofit. They are your founding documents. They are your bedrock guidance for what your nonprofit is and how it functions. They are very difficult to change, just like creating an amendment to the Constitution. Your bylaws are more like statutes, the laws that Congress passes, and they pass new ones every year because statutes are more specific, but also easier to change than the Constitution. The same thing with bylaws, they are more specific, and they're easier to change than your Articles of Incorporation.
If you've watched these videos, you know that whenever I think something can be DIY, I suggest that you do it yourself. This is one where it really is a good idea to make sure that you're consulting a lawyer in your state because the Articles of Incorporation really should say specific things in order to make sure that your application with the IRS is approved. And also, to make sure that your nonprofit is really on sound legal footing in terms of how it operates.
So, for example, the IRS requires that if you are applying as a private foundation, that your Articles of Incorporation contain specific language about how money is used, and protections against self-dealing and conflicts of interest, and that sort of thing. Some of those things need to be in your Articles of Incorporation and some of those things just should be in your Articles of Incorporation as a best practice. So you really want to consult a lawyer on this one.
If you decide that you want to try to do it yourself and you're using some sort of forms that you find online. One thing is, to make sure that they are actual nonprofit forms and not the articles of incorporation that you would use for a for-profit corporation because those will not be sufficient for starting your nonprofit. That would be like writing a constitution for the wrong country. You are setting up a specific nonprofit format.
Also, if you try to do it yourself, I suggest that you make sure that if you're doing a private foundation, you use an articles of incorporation template that is specific for private foundations. And if you are applying as a public charity, make sure that you use some sort of form template that is specific to not just nonprofits but to public charities.
Really, on this one, it's a good idea to go to a lawyer for, both, the nonprofit and the bylaws. A good lawyer will help you talk through and think through how not only what the IRS wants to see but how you want your nonprofit to function, both, on a foundational level with the Articles of Incorporation, and in more of a day-to-day sense with your bylaws.
Like so many other steps in this checklist, this serves kind of a dual purpose. And so, it's not only for setting up your nonprofit and it's not only for the IRS application, it's also a really good exercise for you to go through the thought process of thinking, how do you want your nonprofit to function? How do you want to resolve disputes as you move forward? How do you want power to be distributed within your nonprofit? How do you want decisions to be made?
All of those things are really important to think through now, before waiting for some conflict or a huge decision to arise before you even have thought through how you want to make those decisions or resolve those disputes. Don't skimp on this step, step number eight, setting up your Articles of Incorporation and your bylaws.
Today, we are going to talk about incorporating with your state and registering as a charity with your state. So you may have to go back and forth between this video and the next video because your state may require you to have an EIN from the IRS before you register as a charity with your state. And we'll show you how to get that, it's quick and easy, in the next video.
So, today, we are going to talk about incorporating with your state, which is setting up your nonprofit as its own entity. And then, separately, we're also going to show you how to register as a charity with your state, using Colorado as an example.
All right, so we start by looking up the Colorado Secretary of State. I always mention to people, make sure you are going to an actual government website with a URL that ends in .US, or.gov, something like that. Because there are a lot of third-party companies out there, whether you're trying to incorporate or get an EIN, that make you think they are the government but they're not. So you go to the Colorado Secretary of State's website first.
So, first, we are incorporating not registering as a charity. So you'd start out just like you would if you were starting a small business, by going to the Businesses section here, for the Colorado Secretary of State. And then, under Search & File, we want to File a business document, Create a new record, in other words, a new company or a new nonprofit. And under LLCs, Corporations, & Trade Names we are going to go with nonprofit corporation, obviously.
Here, you put in the name of your nonprofit, you can include Inc., or something like that, at the end of your name but you are not required to, at least in Colorado, as far as Colorado is concerned. Let's call ours Kids Inc. Oh, the name is not available. Kidz, with a Z. There we go, Kidz, with a Z, Inc. And then, again, it's just filling out a form. If you have seen our other videos, a lot of this stuff can be fairly self-explanatory.
The registered agent is the person who is given the lawsuit papers if you are sued. So every company, every nonprofit needs a registered agent, and that's just the person that the process server will come find if you are sued. Hopefully, you never have to use it, and you update that information annually. You say who is starting the nonprofit as well as who the registered agent is. And, now, who is the person who is actually filling out this form, in my case, I am just putting myself for all three.
You may want to also attach your Articles of Incorporation and bylaws along with this filing if you want them to be public. But you are not required to do so.
And you'll be able to answer the question of whether the nonprofit corporation has voting members from — you will have already considered that as part of your process of making your Articles of Incorporation and bylaws. Voting members are most likely to be in a type of nonprofit where it's like a trade group or a trade association banding together and you have members who vote. But a typical charity might be less likely to have voting members, so I am going to put no.
And then the last thing you have to do is what happens to the nonprofit's money if it dissolves. This is also something that should be in your Articles of Incorporation as some of the IRS-required language, which I spoke on in the articles of incorporation video earlier. So you can find, from the Secretary of State's website, the language for doing that.
You can find the suggested language to use right on the IRS website itself. So I found this language at IRS.gov/charities-non-profits/suggested-language-for-corporations-and-associations. There is a hyphen between each word there, IRS.irs.gov/charities-non-profits/suggested-language-for-corporations-and-associations. I am just going to use their language verbatim here for the distribution of assets.
So, upon dissolution of the corporation, the assets shall be distributed for one or more exempt purposes within the meaning of the IRS code. So it's fairly open-ended how you'll use it. What you're saying here is, if your nonprofit dissolves, you will use the money in a way that is legal, essentially. But this is the language that the IRS suggests you use.
You can then choose to have a delayed effective date, if you would like, or you can have it effective right now. In Colorado, you can sign up for email notifications if you would like because you'll have a reminder each year to update your information, and make sure your address is correct, and your registered agent is correct, and all of that stuff.
And, like I said, you have said who the registered agent is, and you have said who is actually incorporating this. And now, you're saying who is actually filing the form. So this isn't necessarily the person who is in charge, this is just the person who is clicking Submit right now.
Now, the Secretary of State will tell you, "You're not done yet because you need to review your filing. OK, is everything correct here?" All right. And then, of course, you have to pay, so I am clicking on Pay Now, and the charge is $50. And then you simply just go on and pay with your credit or debit card, which I won't do because I don't actually want to incorporate Kidz Inc. right now. But that's the end of it, and then you'll be incorporated.
All right, so that's how you incorporate with your state. Your nonprofit corporation now exists within your state. You may, at this point, have to go get your EIN from the IRS, which is, like I said, quick and easy, and we'll explain how to do it in the next video.
But another thing that you're likely to have to do is to have to register as a charity with your state. Like everything else in these videos, anything state-specific could vary from state to state. But we'll show you how to register as a charity in your state, using Colorado just as an example.
All right, so we're back on the Colorado Secretary of State Homepage. And we scroll down, and instead of clicking on Businesses, Trademarks, & Trade Names, we click on Charities and Fundraisers. On the Charities and Fundraisers page, we are not a consumer or a paid solicitor — we are a charity, so we scroll down to that section. If you don't already have an account, you'll need to create one.
In Colorado, in order to do that, you'll need an EIN from the IRS. So if you're in Colorado, go check out our next video on how to get that EIN, and come back to learn how to register your charity. So click on e-file or instructions for the registration. The instructions are very step by step and they're a great reference guide to just kind of keep up on your computer as you do it.
So you've already created your account. So when you click on Register, it will take you to what's called your Dashboard. And then you can just click on Register under your organization. You see, when I created the account, I typed in my EIN. This is just kind of a placeholder EIN. And we click on the hyperlink there for Register.
And, as with your incorporation with the Secretary of State, there is a fee for it, and you can pay that online using a debit or a credit card. And, by the way, that's another reason you might want your EIN before doing this, because banks will require you to have an EIN to open a separate account for your nonprofit. So this gives a little overview of the process of the steps.
We are doing a registration statement, which is basically just kind of a declaration that you are operating as a charity, and taking contributions, charitable contributions for your organization as well. As you know, my charity here is called Kidz, with a Z, Inc., and it is a nonprofit. So we are not going to click the box Yes, for public benefit, or a benefit corporation, this is a nonprofit corporation, so that is a No.
Type in your address, etc. Just like any other form, you only have to enter your mailing address if it's different. Ten your phone number, and your email, fax and a URL are not required.
OK. So, on this next page, you have to describe your organization's exempt purpose in a clear and concise manner. State the number of clients served, publications issued, etc., if that applies to you — discuss achievements that are not measurable. So some of this will come from the language that you've come up with in your narrative already and perhaps from your Articles of Incorporation as well.
I also will direct you back to that IRS website that gives you suggested language. So that's IRS.gov/charities-non-profits/suggested-language-for-corporations-and-associations. I am going to take some of the language there and copy and paste it in at the end of this statement. So, said corporation is organized exclusively for charitable, etc., purposes. I am going to just put that in at the end of whatever I type in here.
I am going to say Kidz Inc., maybe helps youth get to school safely by providing them with portable jet packs that also function as book bags. So that's our charitable purpose. Our number of youth served is we serve over 10,000 youth in the Denver metro area. And then, at the end, I will put in, copy and paste that language, "Said corporation is organized exclusively for charitable purposes, etc."
You can see I already have the EIN in here. And then it asks if you have applied for or been granted IRS tax-exempt status. So we are going to say No right now because we haven't done our 1023 form because that's a later video. So we're going to say No, for now, on that.
And then you can select categories that apply to your exempt purpose. So, for me, maybe public society benefit and youth development, I'll select both of those. So contributions to the organization are not yet tax deductible. We'll say No for now and go back and change it once we have the tax-deductible determination from the IRS. And if you are doing your filing yourself, you do not have to fill out the portion about an outside service provider handling your filings for you. Any other names under which you solicit contributions, if not, you can move on.
And then you fill out the information for your Board of Directors. Now, this is something that you want to consider, and have considered already. You will want to also include this information with your IRS 1023 application. So we do suggest that you have all of this and it's you can just select No right now. But I suggest that you have all of this ready, particularly the information for the President, or the Chair of your Board, so that you can enter in that information right there.
Then you have to say who has custody of your financial records, again, this is just that if the state ever wants to examine anything, they need to know where they can go.
So, now ,we have to add the names of our directors, executive personnel, etc. So to do that, you click Add. You can't just click Next, you click Add, and you put in the information. So, say, this is for our, I am naming myself Executive Director, and Save. I am naming Darin, from our firm, Chair of the Board of Directors.
Now, you review your work to make sure everything is accurate. It gives you a link to bring up the form here. You see, very official-looking, and this is what will be actually submitted to the state. Click Back to go back, and Next to go forward.
Now, financial summary. So you may be thinking, "Well, we're a new organization, we don't have any finances yet. What are we going to put here?" What the Secretary of State says in the instructions is that you fill out estimates. And you can't fill out all zeros, those will be rejected. Your registration will be rejected as incomplete if you fill out all zeros unless you contact the Secretary of State's office to tell them that you'll be doing that.
Otherwise, what you need to do is estimate what your finances will be. So we'll say that our fiscal year is just a regular calendar year and the ending month is December. Is the organization incorporated? Yes. The date, it would be today's date. The state incorporated is Colorado, in this case.
Your reporting year is the year of the first month of your fiscal year. So I have chosen just a calendar year for our fiscal year here. So I am saying for 2020, as an example, because that's when I'm filming the video. And then we estimate our finances for the year. We click the box up here to identify that these are just estimates. These are predictions for what we want.
I think we are going to get $10,000 for our jetpacks from private contributors who care about those issues and maybe $5,000 in government grants. I think our expenses, jet packs are expensive, so we're going to say that it's $9,000 for program services. Maybe we'll spend $5,000 on fundraising and $1,000 on administrative costs. That will put, I don't know, I am going to say, our estimates are that we're perfectly balanced with $15,000 in assets and $15,000 in liabilities. You don't have to do a further breakdown in that if you don't want to.
Next, we add any professional fundraisers that we might be using to help us get that money together. But I am going to say that we're going to do the fundraising ourself. Or I'll just assume, for purposes of this. Although, make sure that actually if you have put in that you're doing fundraising expenses in the last one, you might want to make sure that that matches up with any paid solicitors you're identifying here. But assuming that you don't have that lined up yet, or you are just going to kind of bootstrap it, and try to raise the money yourself, we can click Next.
And then it just asks some kind of miscellaneous information at the end, fundraising and professional fees. Are we associated with a national organization, like where the Colorado chapter of Kidz Inc., nationwide, or something like that? I am saying No for all of these. Did we solicit gifts in the past that were not tax deductible? I am saying, No.
And then the states in which we are registered to solicit contributions. So if you are trying to hold fundraisers for your nonprofit in a different state, you'll need to register in that state as well. So I am registering in Colorado on the assumption that this charity is taking place in Colorado, and we're asking for contributions in Colorado. If you're going out there and trying to host a fundraiser in California as well, go ahead and go through this process for California as well.
I said in my estimates, just for showing how it's done, that we're doing a $1,000 in outside fundraiser fees, so it's making sure that my answers are consistent. I am going to say yes for soliciting contributions that were not tax deductible, since we're not tax deductible yet, but we can go back and change that.
If you do solicit contributions that are not tax deductible, you need to include a statement in your solicitation saying that they're not tax deductible. However, I also want you to know that, once you get that IRS approval for your contributions to be tax deductible, that approval goes all the way back to your founding as a nonprofit, as long as you do it in a fairly timely manner. So while you are waiting for the IRS to approve your application, the contributions that you received during that time will become tax deductible if the IRS approves your application.
Again, you can click on the hyperlink to review your very official-looking work here, and make sure all of the numbers look right. And this is when you go on and sign. This is under penalty of perjury. You want to make sure that everything is very true before you click the box to sign it. I, obviously, am not going to do that in this video because I am not really starting this charity. This is just for educational purposes. But this is where you would go on and sign and pay your filing fees as well.
OK, so that's how you incorporate with your state and how you register as a charity with your state. Next up, we'll talk about how to obtain your employer identification number from the IRS.
Welcome back. Next up, we are going to talk about how to obtain your employer identification number from the IRS. That's your EIN, also known as your taxpayer ID. It's kind of like the social security number for your nonprofit. Getting one is easier than it sounds, you can do it online in just a couple of minutes, and I'll show you how.
OK, so you can see here that I have Googled IRS EIN. And the first several results might be paid ads, but I suggest that you go to the IRS.gov website. Go straight to the source to actually apply online. There's really no need, under most circumstances, to use a third-party paid service for this. You can do it very easily on the IRS's website. After understanding your eligibility, you just click to apply online now reading all of the disclaimers and so forth as you go.
Ultimately, this process is just as easy, as long as you understand a few basic pieces of information. It's just kind of like filling out a form at a doctor's office, or the DMV, or something like that. So, for type of legal structure, you will most likely want to click the View Additional Types button here, on the bottom. And depending on the type of nonprofit you're starting, you may be any number of these. You may be a church, or you may be a social club, or even a political organization. Depending on what type of organization you're starting, often, you might want to click the bottom button for Other Nonprofit/Tax-exempt organizations.
And, again, just read through these as you go to understand that you are following kind of down the right path. This page describes what a nonprofit tax-exempt organization is and what it is not.
It's asking you, now, why you're starting an EIN. So, most likely, if you're doing it as part of this playlist, it's because you started a new nonprofit. Or it's using the term business here loosely, by saying started a new business. But you might also have waited to do it until you hired employees and so forth, in which case, you might have a different reason for doing it. But, most likely, it's because you started a new business.
OK, so I skipped over the portion where you type in your personal information, your name, social security number, and address because we're putting this video up on the internet. And it takes you to this screen where you describe the details about your nonprofit organization, the name, the date you started, and the county in which you are located — pretty simple stuff.
And then this tab is kind of like when you are mailing a package or boarding a flight, and they ask if you have any hazardous materials. Special tax rules apply if you answer Yes to any of these questions about manufacturing alcohol, tobacco, or firearms, and so forth. But I will draw your attention to the bottom, where it asks if you not only have employees now, but if you expect to have any within the next 12 months. So, often, the answer to that question is Yes.
And this might be when you expect to hire them, you may not get this exactly right because you are making a prediction about the future. And so, I am just kind of putting in random guesses here. Of course, it depends on your situation and when you expect to hire somebody. And whether your tax liability will be $1,000, more or less; you can click on this link in the tab itself for an explanation on how you might be able to predict that.
Then you have to describe a little bit about what your nonprofit does. Often, Social Assistance is a category for nonprofits. My fictional nonprofit here is called Kidz Inc., so Youth Services would be my category. And then, here we are. And I suggest that you receive your letter online. It just spits out a PDF for you instantly. Review your information and click Submit, which I will not do now because this is for instructional purposes only. All right, so it's as simple as that, you now have your EIN from the IRS.
Thanks for watching. Please remember to click Like and Subscribe to help keep legal education free and accessible for small businesses and nonprofits. If you have any questions, please feel free to drop them in the comments below or reach out to us directly.
OK, this is step number 11 in the nonprofit checklist; set up separate bank accounts for your nonprofit. You do not want that money mixing with your personal funds.
OK, so what do I mean when I say commingling? Commingling is the mixing of funds of two different entities. Your personal money and your nonprofit's money should not be together in the same account. You have gone through all of this work to get your tax-exempt status to make sure that your donations to your nonprofit are tax-deductible for the donors. You want to make sure that there is no funny business going on in terms of using that money for your personal expenses. You've got to keep them separated.
It's not only about avoiding fraud or the appearance of impropriety. It's also just a lot easier to have a separate account because it's going to make the accounting so much easier for you. I always recommend getting an outside bookkeeper who really knows what they are doing if you're not a professional bookkeeper. I think it’s a worthwhile expense to have one. It's going to make it a lot cheaper for you if that bookkeeper just has to keep track of one account that has your nonprofit's expenses and income in it, and that's it. So that'll make it a lot easier on the bookkeeper and a lot cheaper for you.
It will also help once you go to file your taxes, which is the IRS Form 990, that's your nonprofit tax return form, and you have to file that 990 every year, of course. Once you get your EIN, even if you have not done your 1023 application for tax-exempt status or if you are waiting on that to be approved by the IRS, you still have to file your taxes every year, of course. Once you get your EIN, that starts the clock and you have to start filing your taxes every year.
Well, that's going to be a lot easier to do if you've got your nonprofit money in a separate account, alone. And you are just having to figure out your financial information for that account without trying to separate out a bunch of personal money.
The other reason it's important is if you get audited, either, by the IRS or, a lot of times, grantors, like a foundation that might give you grant money will want some sort of financial auditing of some level. And that is much, much, much easier and cleaner to do when you've got your nonprofit money in a separate bank account. This really isn't optional, it's a must. Set up a separate bank account for your nonprofit.
Thanks for watching. Please remember to click Like and Subscribe to help keep legal education accessible for small business owners and for nonprofits. Also, please check out our podcast, Coffee Lunch Beer. It's about mentorship and we interview great guests every episode. It's available wherever you get your podcasts.
Welcome back. Are you ready for the main event? Today, we are going to talk about filling out your Form 1023, your IRS Form 1023 or 1023-EZ. It is your official application for tax-exempt status from the IRS.
There are different types of nonprofits and some won't have to fill out a 1023 or a 1023-EZ, some will have different forms. But this whole playlist is geared generally toward your more traditional types of nonprofits, whether they be private foundations or public charities. So, a traditional 501(c)(3)nonprofit fills out a Form 1023 from the IRS in order to achieve tax-exempt status. If you are a smaller nonprofit, you may be able to use IRS Form 1023-EZ, which is easier.
So we won't be able to cover all of the form or all of the application in this one video. But what I'd like to do is just touch on a few important points for you to keep in mind as you embark on your journey in applying for tax-exempt status.
The first thing, you've got to do it within 27 months of your founding. If you miss that 27-month deadline, you can tell the IRS that you had some good reason for missing it and they may grant you an exception. But, generally, you've got to file your 1023 within 27 months of your founding. It's kind of a random number of months, but so be it.
The next thing to keep in mind, the Form 1023 is a process, not just a form. So, on the Form 1023, you will list your narrative, like we talked about in this playlist. You will list your budget, like we talked about in this playlist. You will attach your bylaws, like we talked about in this playlist. You will include bios for your officers and your members of the Board of Directors, like we talked about in this playlist.
So going through that whole process and doing all of that planning, as a founder, it isn't just a legal form. It's a founder planning document where you really memorialize all of the hard work you have been doing to plan this nonprofit. So it's not just a form, it's a process.
The next thing to keep in mind about the 1023 is it's just a form, like don't be intimidated. Don't become so overwhelmed by this massive legal document, that it actually stops you in your tracks, and you're not able to move forward with your nonprofit, and do all of the good work you've been planning on doing.
It's just a form, take it one bite at a time, one page at a time. You have done all of the legwork already. If you haven't done the legwork yet, the form will be a good roadmap for what additional legwork you have to do. So don't be too intimidated, it's just a form.
Next, I want to talk about the difference between the 1023 and the 1023-EZ. The main difference is the 1023-EZ is easier. And you qualify for a 1023-EZ if your nonprofit has under, at the time of this video being recorded, under $50,000 in annual gross income or revenue, donations, what have you, into your nonprofit, and assets under a quarter of a million dollars. So that's the eligibility for 1023-EZ.
Well, why would you want to do 1023-EZ? Well, it's shorter. You can now fill out both online. It used to be that the 1023-EZ was online, whereas you had to mail in a hard copy of the 1023. But, now, they're both online. But still the 1023 is shorter, which makes it easier. And they require less information and less documentation. It's also cheaper. At the time of this recording, I believe the filing fee is $275 for a 1023-EZ and it's $600 for a 1023.
Perhaps, most importantly, it's usually a quicker turnaround time from the IRS. They expect turnaround times approving your status within about three months for a 1023-EZ, as compared with six months for the 1023. If you do this early on in your nonprofit's life, you may be more likely to qualify to do a 1023-EZ because you probably have less money and you might expect to have less money for the next couple of years.
A couple of more quick hits before we end this video. One is to remember you have still got to file your taxes each year, your IRS Form 990. Even if you haven't applied yet, for your tax-exempt status, like any other organization, or a person, or a business, you still have to file your taxes.
The other thing to keep in mind is that, as long as you file by that 27-month deadline, if you are approved, your approval will go back to the time of your founding. It will be retroactive.
The final thing to keep in mind is that what happens if you're not approved for tax-exempt status under your IRS 1023? Well, more likely than not, what the IRS will do is actually just come back to you for more information, so it won't be an outright denial. Most likely, it'll be, "Hey, can you send us this other documentation? There is some sort of office action where we want to see something else from you or maybe you could tweak something."
So the IRS is made up of people trying to do the right thing. And they will try to make it clear for you what they need from you so that you can get back on the pathway to tax-exempt status for your nonprofit.
Welcome back. OK, the next step in setting up your nonprofit is to determine your liabilities and your insurance needs. By liabilities, I am talking about anything that could get you in trouble, anything that could get you sued. It's time to start thinking nightmare scenarios and planning for them.
I don't mean this to be a downer and I don't mean to scare anybody. But the idea is that you've got to think through worst-case scenarios. Think of everything that could go wrong, and then you plan for that potentiality, and then it makes you feel better because you have planned.
So insurance exists to help protect you from the risks of liabilities. So commercial general liability insurance, a CGL policy, also known, when it's combined with some other things, as a business owners policy. Every business owner is prudent to have a CGL policy of some sort, and that includes nonprofits. Basically, what these insurance policies exist to do is to protect you and provide you a legal defense if you are sued. If somebody, I don't know, slips and falls on your sidewalk or something like that, or any other number of negligent or accidental-type liabilities.
Another type of insurance you'll be required to have, if you have employees, is workers' compensation insurance. So you'll want to contact an insurance broker to get all set up with those sorts of policies. You may or may not be required to have some sort of unemployment insurance or unemployment tax, depending on your state, so look into that for your specific jurisdiction. Nonprofits generally don't have federal unemployment insurance or federal unemployment tax, but they may be required to have unemployment insurance for their state. So look into that, it's state-specific.
Lastly, think about your specific activities. What do you do? Whom do you work with? Whom do you serve? And what could go wrong? So if you're working with kids, if you're working with maybe your nonprofit has, I don't know, a ropes course or something. Obviously, high-risk activities increase the risk of something going wrong, of somebody getting injured, and somebody suing.
There are a few ways to deal with risks like this. One is insurance, as I said. Another is through a contract, like liability waivers that you could have people sign. Then a third, often overlooked, way to avoid liability is to be careful. So make sure you're exercising all proper care and safety protocols, and just being safe. That's the best way to limit your liability, is to actually reduce the risk of something going wrong. But, then, in addition to that, you want to make sure you're legally protected if something, unfortunately, does go wrong nevertheless, and that's where the contracts like liability waivers and the insurance can come in.
We have also done a video similar to this concept in our startup checklist, where we talk about risk management, and liabilities, and insurance needs. You might also want to check that one out.
Welcome back. And it's time for the fun one, we are going to talk about contracts. This is the last substantive step in the checklist we have put together for you for starting a nonprofit. It's time to start thinking about what sort of contracts do you need to put in place for the actual operations of your nonprofit.
This is another video that we have done kind of a similar one already in our legal checklist for startup businesses, so you might want to check that one out.
Honestly, you might have fewer contracts in place as a nonprofit than you might have as a private business. There is no ownership of a nonprofit. Nobody actually owns a nonprofit, so that reduces the number of contracts you might need in terms of like selling shares, like a business might do or figuring out other ownership issues. So that's one thing that reduces your number of contracts.
You may have employment contracts, but they are not necessary in every state, particularly at-will employment states. If you are working with independent contractors, not W-2 employees, but people who are just vendors, or consultants, and things like that — it's always a good idea to define the relationship, the scope of work, the payment, the duties, the right to terminate, and all of that sort of stuff in a contract.
So I definitely recommend written contracts for independent contractors or vendors. Again, these videos are just for educational purposes. So everybody's needs are different, and you should consult a licensed professional in your state. But, typically, it's prudent to have a written contract with independent contractors.
Another thing I have seen is for nonprofits to have some sort of written commitment or written duties defined for their board of directors. So that's something you might consider and assess whether that's a good fit for your nonprofit.
Then, lastly, another big one that you see for nonprofits is a commercial real estate lease. You may have an office space. You may have some sort of community center, where you are leasing from a commercial landlord, and those commercial leases can be really long and really complicated. And they can have a ton of hidden fees and a ton of things that you don't realize you're responsible for, or you might not assume you're responsible for.
So a commercial lease is something that is a really good idea to make sure that you have a lawyer look at it. You might also work with a commercial real estate broker who is very familiar with leases like that to make sure that you really understand everything that's in the fine print of those commercial real estate leases.
So those are some of the basic contract types for nonprofits. You may have fewer contracts as a nonprofit than you'd have as a private business. But one last thing to keep in mind before I conclude this video. It’s something I mentioned in the liability and insurance needs video, really, a liability waiver is a contract, in a sense. So think about if you are involved in any sort of high-risk activities or any sort of activity where somebody could be injured, whether it's in a car ride, or in some sort of athletic, or a high-risk activity — definitely make sure to have people sign liability waivers. You can find a lot of those online or, of course, consult a licensed professional in your state.
So those are your contracts. And, actually, that's the last substantive video in this checklist.
Mark: Hi, Denise.
Denise: Hey, Mark.
Mark: Well, we've made it. This is the last video in our playlist for How to Start a Nonprofit, all right.
Denise: It's been a crazy year.
Mark: Yeah. Let's just launch in, this is the fun one and the reflection video. A few parting thoughts for our friends who might be watching this video and starting their own nonprofit. I am Mark Lyda.
Denise: I am Denise Hansen, from Lyda Law Firm. Let's get started.
Mark: OK, so our first point is it took a really long time to do this playlist because we had a lot going on. It was 2020 and 2021. We started in 2020. We were in home offices. I moved in that time, by the way, so I am in a different home office. But I also had a mustache at the beginning of the playlist. We also both have worn the same shirts in all our videos for no apparent reasons, but we felt that was cool.
Denise: No, we have worn the same shirts all year.
Mark: Yeah, that's right, not just in the videos. And the same sweats, sweatpants. But I think a lot of people in 2020 and 2021, obviously, including since the time when we started this playlist probably have become inspired to start their own nonprofits. I am sure you've seen that a lot in your practice working with nonprofits.
Denise: We certainly have. That's one reason it's taken us a while to get these videos together, we have been busy.
Mark: We have been busy helping people start nonprofits. So this is just an overview and these are just for educational purposes. So if you're really digging in and starting a nonprofit, it's always a good idea to consult a licensed professional in your state, a licensed attorney, plus maybe a bookkeeper, a CPA, all of that sort of stuff, and insurance brokers. You might need to pull a team together. But, certainly, we recommend working with an attorney.
And every nonprofit is different. Not only every state is different, but every nonprofit is different. So this is just for public charities and private foundations, 501(c)(3) nonprofits. But there are other types of nonprofits as well.
Denise: There are all kinds of nonprofits, yeah.
Mark: There are 501(c)(6)s, which are trade groups, trade association type nonprofits, labor unions. Not-for-profits, which are like sports leagues. There are 501(c)(4)s, which are political nonprofits. And they all have different considerations. So if you are thinking about doing one of those, make sure you definitely talk to a lawyer.
Denise: And they all have different requirements.
Mark: The title of this video is Change the World. I mean, you're an inspirational person and I think you should send us off with an inspirational message.
Denise: Well, we appreciate you taking some time to watch these videos. And if you are watching them, hopefully, that means you have a great idea budding around up there, maybe 2020 and 2021 really inspired you to make some changes and to impact your community. So we hope you take this information and go out there and change the world.
Mark: Thanks for watching this playlist. Please remember to click Like and Subscribe to help keep legal education free and accessible for nonprofits and small businesses. And I'd also like to invite you to listen to our podcast, Coffee Lunch Beer. It's about mentorship and it's available wherever you get your podcasts.
10880 Wilshire Blvd.
Los Angeles, CA 90024
501 W. Broadway
San Diego, CA 92101
22722 29th Drive SE
Bothell, WA 98021
106 E. 6th St.
Austin, TX 78701
700 N St. Mary's St.
San Antonio, TX 78205
West Texas & the Permian Basin:
223 W. Wall St.
Midland, TX 79701
1831 E 71st Street
Tulsa, OK 74136