JOHN R.

ASHCROFT
JAMES C. KIRKPATRICK SECRETARY OF STATE CORPORATIONS
STATE INFORMATION CENTER STATE OF MISSOURI (573) 751-4153
(573) 751-4936

DOMESTIC NONPROFIT INSTRUCTION SHEET

We hope the following information will be helpful when you organize a Nonprofit Corporation under Chapter
355 RSMo. DO NOT confuse this type of corporation with the Pro Forma Corporation or Benevolent
Associations formed through the Circuit Courts under Chapter 352, RSMo.

• The purposes for which a Nonprofit corporation may be organized are in section 355.025 RSMo.

• Each corporation may have a president and/or chairman, secretary and treasurer. The same individual
may simultaneously hold more than one office. At least three directors are required.

• All Nonprofit corporations must file an annual report each year listing their officers and directors. This
report is due by August 31st. The corporation will not remain in good standing if the report is not filed.

• These forms must be submitted, with original signatures.

The following instructions are for use with our forms. If the requirements of the law are not met, or if any
blanks are not completed, it may be necessary for us to return the forms for correction.

Article 1: The name of the corporation must be distinguishable upon the records of the Secretary of State
from any other domestic/foreign corporation, domestic/foreign limited partnership, limited liability
partnership, limited liability limited partnership, name reservation or domestic/foreign limited lia-
bility company registered to do business in the state of Missouri.

Article 2: Indicate whether the corporation is a public or mutual benefit corporation, pursuant to Section
355.881, RSMo. This designation can be determined as follows:

A. Any corporation which is designated (public benefit or mutual benefit) by statute is that type of
corporation.
B. Any corporation organized primarily or exclusively for religious purposes is a public benefit
corporation, unless a statute designates otherwise.
C. Any corporation which does not come within A or B above, but which is recognized as exempt
under section 501(c)(3) of the Internal Revenue Code is a public benefit corporation.
D. Any corporation which does not come within A, B or C above, but which is organized for pub-
lic or charitable purposes which upon dissolution must distribute its assets to:
(1) A public benefit corporation, or
(2) The United States, or
(3) A state, or
(4) A person that is exempt under 501(c)(3), is a public benefit corporation.
E. If the corporation does not come under sections A,B,C, or D above, is a mutual benefit corpo-
ration.

James C. Kirkpatrick State Information Center

600 W. Main Street • Jefferson City 65101
Administrative Rules • Business Services • Elections • Publications • Securities • State Archives • State Library • Wolfner Library
Article 3: The duration or life of the corporation will be perpetual, unless otherwise stated.

Article 4: Each corporation must appoint and maintain a registered agent and address in Missouri. The regis-
tered address must include a physical address such as a street, route or highway number. A post
office box alone is not acceptable.

Article 5: The law requires a minimum of one (1) incorporator, who must be a natural person of age 18 or
older.

Article 6: Indicate whether or not the corporation will have members.

Article 7: The corporation must provide for the distribution of its assets upon dissolution according to sec-
tions 355.661 through 355.746.

Article 8: State the purpose for the corporation.

Article 9: State the effective date of the filing if other than the date filed; the date filed will be the default
date.

The incorporation fee is $25.00 with a check made payable to the “Director of Revenue.” Necessary papers
and fee should be mailed to:

Secretary of State
Corporation Division
PO Box 778
Jefferson City, MO 65102

If we may be of assistance, please feel free to contact us toll-free at (866) 223-6535.

Sincerely,

John R. Ashcroft
Secretary of State

Ltr. 5 (01/2017)
MISSOURI NONPROFIT CORPORATIONS

If you wish to obtain a 501 (c) (3) tax-exempt status from the Internal Revenue Service, please
review the following instructions:

INSTRUCTIONS

In order to come within the purview of Section 501 (c) (3) of the Internal Revenue Code,
you must include the statements below in your Articles of Incorporation as filed with the
Secretary of State. After the Secretary of State has returned the articles to you, furnish a
copy to the IRS when applying for the tax-exempt status.

PURPOSE: The corporation is organized exclusively for charitable, educational, religious,

or scientific purposes within the meaning of Section 501 (c) (3) of the Internal Revenue
Code.

INUREMENT OF INCOME: No part of the net earnings of the corporation shall inure to
the benefit of, or be distributable to, its members, directors, officers or other private
persons except that the corporation shall be authorized and empowered to pay reasonable
compensation for services rendered.

LEGISLATIVE OR POLITICAL ACTIVITIES: No substantial part of the activities of the

corporation shall be the carrying on of propaganda or otherwise attempting to influence
legislation and the incorporation shall not participate in or intervene (including the
publishing or distribution of statements) in any political campaign on behalf of any
candidate for public office.

OPERATIONAL LIMITATIONS: Notwithstanding any other provisions of these articles,

the corporation shall not carry on any other activities not permitted to be carried on (a) by
a corporation exempt from Federal Income Tax under Section
501 (c) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any
future United States Internal Revenue Law) or (b) by a corporation, contributions to which
are deductible under Section 170 (c) (2) of the Internal Revenue Code of 1954 (or the
corresponding provision of any future United States Internal Revenue Law).

DISSOLUTION CLAUSE: Upon the dissolution of the corporation, the Board of Directors
shall, after paying or making provisions for the payment of all of the liabilities of the
corporation, dispose of all the assets of the corporation exclusively for the purposes of the
corporation in such manner, or to such organization or organizations organized and
operated exclusively for charitable, educational, religious, or scientific purposes as shall at
the time qualify as an exempt organization or organizations under Section 501 (c) (3) of the
Internal Revenue Code of 1954 (or the corresponding provision of any future United States
Internal Revenue Law), as the Board of Directors shall determine.

Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in
which the principal office of the corporation is then located, exclusively for such purposes
or to such organization or organizations, as said Court shall determine, which are organized
and operated exclusively for such purposes.
State of Missouri
This form is designed to be filled out online for your convenience.
Complete the necessary information, print, sign and mail.

John R. Ashcroft, Secretary of State Print Reset

Corporations Division
PO Box 778 / 600 W. Main St., Rm. 322
Jefferson City, MO 65102

Articles of Incorporation of a Nonprofit Corporation

(Submit with a filing fee of $25.00)

The undersigned natural person(s) of the age of eighteen years or more for the purpose of forming a corporation under the Missouri
Nonprofit Corporation Act adopt the following Articles of Incorporation:

1. The name of the corporation is

2. This corporation is a Benefit Corporation.

Public or Mutual

3. The period of duration of the corporation is

“Perpetual” unless stated otherwise

4. The name and street address of the Registered Agent and Registered Office in Missouri is:

Name Address City/State/Zip

5. The name(s) and address(es) of each incorporator:

6. Will the corporation have members? YES NO

7. The assets of the corporation will be distributed on dissolution as follows:

8. The corporation is formed for the following purpose(s):

9. The effective date of this document is the date it is filed by the Secretary of State of Missouri unless a future date is otherwise

indicated:
(Date may not be more than 90 days after the filing date in this Office)

(Please see next page)

Name and address to return filed document:

Name:

Address:

City, State, and Zip Code:

Corp. 52 (01/2017)
In Affirmation thereof, the facts stated above are true and correct:
(The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo)

Must be signed by all Incorporator(s):

Signature Printed Name Date Signed

Corp. 52 (01/2017)