To start a nonprofit in Missouri, you file articles of incorporation with the Secretary of State for a $25 fee, obtain a federal Employer Identification Number, apply to the IRS for 501(c)(3) tax-exempt status (a user fee of either $275 or $600), and then register for Missouri sales tax exemption and, if you plan to fundraise, with the Attorney General’s office. Plan on a few weeks for the state paperwork and several months for the IRS review.
Pick a Name and a Registered Agent
Your nonprofit’s name has to be distinguishable from every other entity already on file with the Missouri Secretary of State, including for-profit corporations, limited partnerships, and LLCs.1Missouri Secretary of State. CORP 52 – Articles of Incorporation of a Nonprofit Corporation It also cannot imply a purpose different from what your governing documents describe. Search the Secretary of State’s business database before you commit.
Every Missouri nonprofit must also designate a registered agent with a physical street address in the state. A post office box alone does not qualify.1Missouri Secretary of State. CORP 52 – Articles of Incorporation of a Nonprofit Corporation The agent is the official recipient of legal notices and government correspondence, and it can be a person tied to the nonprofit or a commercial registered agent service. Choose someone reliable, because a missed legal notice can turn quickly into a compliance problem.
Appoint at Least Three Directors and Draft Bylaws
Missouri law requires a minimum of three directors on a nonprofit’s board.2Missouri Revisor of Statutes. Missouri Revised Statutes Title XXIII Chapter 355 Section 355-321 You can call the group a board of trustees or board of regents if you prefer; the count is what matters. You can set a higher number in your articles or bylaws, but never lower.
Draft your bylaws before filing anything with the state. Bylaws are the internal rules covering how meetings are called, how directors are elected or removed, what officers the organization will have, and how decisions get made. Missouri’s Department of Revenue asks for bylaws when processing your state tax exemption, and the IRS will ask about governance during the 501(c)(3) process. Your bylaws should also address what happens to organizational assets on dissolution, which both governments care about.
Prepare Your Articles of Incorporation
Missouri nonprofits incorporate using Form Corp. 52, available on the Secretary of State’s website.3Missouri Secretary of State. Fees and Forms – Section: Not for Profit Corporations This is the document that legally creates your organization. At least one incorporator must be a natural person aged 18 or older.1Missouri Secretary of State. CORP 52 – Articles of Incorporation of a Nonprofit Corporation
The form asks you to designate whether the corporation is a “public benefit” or “mutual benefit” corporation. Most charitable nonprofits pursuing 501(c)(3) status pick public benefit. You will also state a period of duration, which is almost always perpetual.
Purpose Clause
The purpose clause describes what your nonprofit exists to do, and it has to satisfy both Missouri and the IRS. The IRS wants purposes limited to exempt activities under Section 501(c)(3), and it wants clear language that the organization is not empowered to engage in non-exempt activities except as an insubstantial part of its work.4Internal Revenue Service. Charity – Required Provisions for Organizing Documents A safe approach is to reference Section 501(c)(3) directly while also describing your specific activities.
Dissolution Clause
Your articles must include a dissolution clause stating that if the organization shuts down, its remaining assets will go to another 501(c)(3) organization, to the federal government, or to a state or local government for a public purpose.4Internal Revenue Service. Charity – Required Provisions for Organizing Documents The IRS publishes suggested language in Publication 557; using it is the easiest way to avoid back-and-forth during review.5Internal Revenue Service. Suggested Language for Corporations and Associations (per Publication 557) A missing or botched dissolution clause is one of the most common reasons applications get delayed.
File With the Secretary of State
Submit Form Corp. 52 through the online business filing system or by mailing it to the office in Jefferson City. The incorporation fee is $25 either way.1Missouri Secretary of State. CORP 52 – Articles of Incorporation of a Nonprofit Corporation Online filings usually process within a few business days; mailed documents take longer. Once approved, the state issues a Certificate of Incorporation. Hold onto it. You will need it later when you apply for state tax exemptions.
Get an Employer Identification Number
Every nonprofit needs an Employer Identification Number from the IRS, even without employees. The EIN is the organization’s federal tax ID and is required to open a bank account, hire staff, and file for tax-exempt status. Apply online at irs.gov for free; the number issues immediately. IRS Form SS-4 is the paper alternative, which takes several weeks.
Apply for Federal 501(c)(3) Tax-Exempt Status
With incorporation done and your EIN in hand, file for federal tax-exempt status using IRS Form 1023 or the shorter Form 1023-EZ. Both are submitted electronically through Pay.gov.6Internal Revenue Service. How to Apply for 501(c)(3) Status
Form 1023-EZ is available to organizations that project annual gross receipts of $50,000 or less in each of the next three years, have not exceeded $50,000 in any of the past three years, and hold total assets valued at no more than $250,000.7Internal Revenue Service. Instructions for Form 1023-EZ The user fee for the EZ form is $275. If your organization exceeds any threshold, you must use the full Form 1023, which requires detailed financial projections and program descriptions. The user fee for the full form is $600.8Internal Revenue Service. Form 1023 and 1023-EZ: Amount of User Fee
IRS review can take several months, especially for the full Form 1023. On approval, you receive a Determination Letter confirming your 501(c)(3) status. This is the single most important document your nonprofit will own. Donors and grant-making foundations routinely require it before contributing, because it confirms that gifts to your organization are tax-deductible.
Conflict of Interest Policy
The IRS asks whether you’ve adopted a conflict of interest policy as part of the application. It is not technically a legal prerequisite, but an organization without one raises flags. The policy should set a process for board members or officers with a financial interest in a decision to disclose that interest and recuse themselves from the vote.9Internal Revenue Service. Form 1023: Purpose of Conflict of Interest Policy Draft it before you file.
Register for Missouri Tax Exemptions
Federal 501(c)(3) status does not automatically exempt you from Missouri taxes. You need separate steps at the state level.
Sales and Use Tax
Submit Form 1746 (Missouri Sales Tax Exemption Application) to the Department of Revenue. The application requires a description of your purpose and activities, a copy of your IRS Determination Letter, your articles of incorporation, your bylaws, your Certificate of Incorporation from the Secretary of State, and financial statements covering up to three years.10Missouri Department of Revenue. Maintain Non Profit Organizations If the organization is less than six months old, a one-year projected budget substitutes for the financial history.
Once approved, the Department of Revenue issues a Sales/Use Tax Exemption Letter, and you use Form 149 as the exemption certificate you present to sellers on tax-exempt purchases.11Missouri Department of Revenue. 149 – Sales and Use Tax Exemption Certificate The exemption only covers purchases directly connected to your exempt purpose, not personal purchases by staff or board members.
Corporate Income Tax
Missouri nonprofits that file IRS Form 990 are generally exempt from Missouri corporate income tax without a separate state application. The exemption follows from your federal status, but keeping it depends on actually filing your federal returns on time each year.
Register Before Fundraising
Before soliciting donations from the public, check whether you need to register with the Missouri Attorney General’s office. Missouri is among roughly 40 states that regulate charitable solicitation.12Internal Revenue Service. Charitable Solicitation – Initial State Registration The Attorney General’s office provides an initial registration form on its website.13Attorney General Office of Missouri. For Nonprofits Some organizations qualify for an exemption; you can request an exemption letter by emailing the registration office with a copy of your IRS Determination Letter.
If you plan to solicit donations from residents of other states, those states may have their own registration requirements. Many new nonprofits stumble here because an online donation page or a direct mail campaign can trigger registration obligations in states they have never set foot in.
Keep Up With Annual Filings
Incorporation and tax exemption are the beginning. Missouri nonprofits have recurring obligations at both the state and federal level, and ignoring them can cost you your legal status.
Missouri Annual Registration Report
Every Missouri corporation, including nonprofits, must file an annual registration report with the Secretary of State. For organizations incorporated on or after July 1, 2003, the report is due at the end of the month in which the corporation was originally incorporated. Late reports carry an additional fee of $15 for each 30-day period past the deadline.14Missouri Secretary of State. General Services and Filings Failing to file will result in administrative dissolution of the nonprofit’s charter, meaning the state treats the organization as if it no longer exists.
Federal Annual Returns
The IRS requires tax-exempt organizations to file an annual information return. Which form depends on your size:
- Form 990-N (e-Postcard) is available to organizations with annual gross receipts normally $50,000 or less.15Internal Revenue Service. Annual Electronic Filing Requirement for Small Exempt Organizations – Form 990-N (e-Postcard)
- Form 990-EZ is for organizations with gross receipts under $200,000 and total assets under $500,000.
- Form 990 is required for larger organizations exceeding either of those thresholds.
For calendar-year organizations, the return is due by May 15 of the following year.16Internal Revenue Service. Return Due Dates for Exempt Organizations: Annual Return If your fiscal year ends in a different month, the due date falls four and a half months after the close of your tax year.
The penalty for skipping this is severe. If your organization fails to file for three consecutive years, the IRS automatically revokes your tax-exempt status. It is not discretionary; it happens by operation of law, and reinstatement requires filing a new application and paying the user fee again.17Internal Revenue Service. Automatic Revocation of Exemption for Non-Filing: Frequently Asked Questions
Public Disclosure
Federal law requires your nonprofit to make certain documents available to anyone who asks. Your exemption application (Form 1023 or 1023-EZ), your annual returns in the Form 990 series, and your IRS Determination Letter must all be available for public inspection.18Internal Revenue Service. Questions About Requirements for Exempt Organizations to Disclose IRS Filings to the General Public Annual returns must be kept available for three years from the due date. You do not have to disclose the names and addresses of individual donors on your annual returns, unless you are a private foundation.