Forming a Missouri Nonprofit Corporation (Chapter 355).

August 13, 2015

Most nonprofits in Missouri today form as "Nonprofit Corporations" under Chapter 355. However, this is not the only kind of not-for-profit corporation recognized in Missouri; as we explain elsewhere, the "Benevolent Corporation" allowed in Chapter 352 might be a better fit.

But if you are forming under Chapter 355, you will need to file Articles of Incorporation.

The Secretary of State's office supplies a form, Form 52. But be careful! While Articles are required, Form 52 is not required -- and the form may not do what you want! Form 52 will create a corporation, but it might not qualify for 501(c)(3) tax exemption. As a result, we typically draft Articles for every new corporation, and do not use the form.

Form 52 also gives some slightly incorrect advice about Federal law. The form currently says that "[i]n order to come within the purview of Section 501 (c) (3) of the Internal Revenue Code, you must include the statements below..." However, some of the statements listed are IRS suggestions or recommendations, not requirements. While the suggestions might be okay, some situations require more specific language. For example, the dissolution clause suggested in Form 52 is not required; you may want assets to go back to a particular charity group upon dissolution, and the IRS will accept such clauses. Further, you may need to include additional language to make sure your wishes are respected.

So make sure you understand the law, not just the form!

Remember: tax exempt corporations are not paperwork-exempt. They are highly-regulated, legally precise creatures. If the idea is worth putting into a nonprofit, it is worth spending time with an attorney to make sure it is set up correctly.