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Non-Profit Corporations

A Non-Profit Corporation is an organization that is incorporated under state laws and approved by the state’s Secretary of State and it taxing authority to operate for educational, charitable, social, religious, civic, or humanitarian purposes. Non-profit corporations, or not for profit corporations, are formed by incorporators, have a board of directors and officers, but no shareholders. The incorporators, directors, and officers cannot receive a distribution of profits but may receive reasonable salaries for services performed to the corporation. If a nonprofit corporation is dissolved, its assets must be distributed to a similar organization under the “cy pres doctrine.” The corporation must submit a detailed application to the Internal Revenue Service (IRS) to determine whether the contributions to the corporation may be deductible as charitable gifts. The IRS then rules whether the corporation was established for one of the specific nonprofit purposes that the internal Revenue Code spells out. Informational tax returns must be filed once a year with the IRS and the state taxing body. Additionally, the state Attorney General may have oversight powers to decide whether the corporation is abiding by state laws by restricting its activities to its approved non-profit purposes and not milking the corporation for veiled profits.