Nonprofit Corporations: Articles of Incorporation

By Marc F. Herron Aside from the Internal Revenue Service’s requirements for tax-exempt status, this article discusses Michigan’s statutory requirements for nonprofit corporation articles of incorporation. Pursuant to section 202 of the Michigan Nonprofit Corporation Act, MCL 450.2202, a nonprofit corporation’s articles of incorporation must contain the following information:

1. The corporation’s name. 2. The corporation’s purpose. This must be stated with detail. 3. The corporation’s registered office’s street address. If the mailing address is different from street address, it must be additionally listed. 4. The corporation’s resident agent’s name at the registered office’s address. 5. All the incorporators’ names and addresses. This applies regardless of their signature on the articles of incorporation. 6. If the corporation’s duration is any amount of time other than perpetual, the duration must be listed.

Where the corporation is formed on a non-stock basis, in addition to (1) through (6), the articles of incorporation must contain:

1. A description and statement of the value of any assets of the corporation, classified as real or personal property. 2. A statement of the terms of the general scheme for financing the corporation. 3. A statement as to whether the corporation is organized on a membership basis or a directorship basis.

Where the corporation is formed on a stock basis, in addition to (1) through (6), the articles of incorporation must contain:

1. The total number of shares the corporation has authority to issue. 2. If the shares are to be divided into classes, to the extent this information has been determined, a statement as to each class’ designation, number of shares, relative rights, preferences, and limitations.