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Need me help with 501c3

Posted on 2/11/17 at 1:49 pm
Posted by TigerDat
Member since Aug 2010
7628 posts
Posted on 2/11/17 at 1:49 pm
I am part of an organization that is interested in getting their self approved as a 501c3 organization.

They already have their articles of incorporation and are non profit through the state but never did the federal side of it.

My problem and question is, the articles were done in 1974. The registered agents have passed away and the board of directors has changed also.

Can these articles still be presented to the federal govt to get approval? Do we just change the registered agents or for we have to start over again?
Posted by braindeadboxer
Utopia
Member since Nov 2011
8742 posts
Posted on 2/11/17 at 10:48 pm to
I did it for a student organization in college, I don't know the answer to your question, but I can assure you that talking to the IRS fricking sucks. One of the biggest pain the arse dealings I've ever had.

Of course I had no idea what the hell I was doing at the time.
Posted by TigerDat
Member since Aug 2010
7628 posts
Posted on 2/12/17 at 10:35 am to
That's why I am trying to get it right the first time so hopefully my contact with then is minimal
Posted by Twenty 49
Shreveport
Member since Jun 2014
18732 posts
Posted on 2/12/17 at 11:15 am to
quote:

Can these articles still be presented to the federal govt to get approval? Do we just change the registered agents or for we have to start over again?


Changing the agent is simple. Fill out a short form and send it to the Sec. of State (in Louisiana) with a fee payment. Here's the LA form. LINK

You should be able to apply for the existing corp to be recognized under 501(c), but the articles will need the proper language limiting the purpose of the corp.

You may want to work with an accountant or lawyer who is familiar with this process unless you are willing to read up on it and make sure you can do it right.

Here is what the IRS says (LINK):

Articles of Organization

Your organization must include a conformed copy of its articles of organization with the application for recognition of exemption (unless filing a Form 1023-EZ). This may be its trust instrument, corporate charter, articles of association, or any other written instrument by which it is created.

Organizational Test

The articles of organization must limit the organization's purposes to one or more of those described at the beginning of this chapter and mustn't expressly empower it to engage, other than as an insubstantial part of its activities, in activities that don't further one or more of those purposes. These conditions for exemption are referred to as the organizational test.

Section 501(c)(3) is the provision of law that grants exemption to the organizations described in this chapter. Therefore, the organizational test may be met if the purposes stated in the articles of organization are limited in some way by reference to section 501(c)(3).

The requirement that your organization's purposes and powers must be limited by the articles of organization isn't satisfied if the limit is contained only in the bylaws or other rules or regulations. Moreover, the organizational test isn't satisfied by statements of your organization's officers that you intend to operate only for exempt purposes. Also, the test isn't satisfied by the fact that your actual operations are for exempt purposes.

In interpreting an organization's articles, the law of the state where the organization was created is controlling. If an organization contends that the terms of its articles have a different meaning under state law than their generally accepted meaning, such meaning must be established by a clear and convincing reference to relevant court decisions, opinions of the state attorney general, or other appropriate state authorities.
Posted by LSUFanHouston
NOLA
Member since Jul 2009
37034 posts
Posted on 2/13/17 at 2:59 pm to
So, after all the issues a couple of years ago with the politically motivated problems involving tax-exempt approvals, they redid their process and it's actually better for it.

You will likely need to do a few things.

1) Change the registered agent with the state.

2) Amend the articles of incorporation with the state, to add the purpose clause, and depending on your state, you may need to add the dissolution clause (although I reccomend you add it anyways no matter what state).

3) Make sure your bylaws are up to date. If you need to update them, do so.

4) Fill out the 1023 or 1023-EZ

It will get assigned to an agent, who will review everything and will contact you with any additional inforamation needed.
Posted by TigerDat
Member since Aug 2010
7628 posts
Posted on 2/14/17 at 11:54 am to
quote:

So, after all the issues a couple of years ago with the politically motivated problems involving tax-exempt approvals, they redid their process and it's actually better for it.

You will likely need to do a few things.

1) Change the registered agent with the state.

2) Amend the articles of incorporation with the state, to add the purpose clause, and depending on your state, you may need to add the dissolution clause (although I reccomend you add it anyways no matter what state).

3) Make sure your bylaws are up to date. If you need to update them, do so.

4) Fill out the 1023 or 1023-EZ

It will get assigned to an agent, who will review everything and will contact you with any additional inforamation needed.



Thanks. Our articles are already set up for a 501c3 so I'm kind of dumbfounded why it was attempted when theyou incorporated.

The registered agent is updated on the states website but I would guess we have to add an amendment to our actually paper articles to show on there also?

We also changed the way our board of directors is chosen so would that also have to be amended?
Posted by LSUFanHouston
NOLA
Member since Jul 2009
37034 posts
Posted on 2/14/17 at 3:38 pm to
quote:

Thanks. Our articles are already set up for a 501c3 so I'm kind of dumbfounded why it was attempted when theyou incorporated.


Do you know that they never did attempt, or was it rejected, or did they have it and just let it lapse?

But I would look at the language. The reccomended language now used by most practicioners references IRC 86 or later versions, so you might want to amend the articles to reflect that.

quote:

The registered agent is updated on the states website but I would guess we have to add an amendment to our actually paper articles to show on there also?


No, just send a copy of the change of agent proof from the website. Agents change all the time.

quote:

We also changed the way our board of directors is chosen so would that also have to be amended?


Most orgs have that in their bylaws. You would need to update your bylaws to reflect how it's done now. Bylawys are not required to be filed with the state, but you do need to send a copy with your 501c3 app.
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