Step 1) Verify & Secure Non-Profit Name

Choose a Business NameThe first part of establishing your non-profit’s name is checking to see that it’s, as stipulated in the Articles of Incorporation, “The name of any non-profit corporation must be “distinguishable upon the records of the secretary of state.” So be sure and conduct a Business Entity Search through the state, or as many as it takes to verify the name you want is available/acceptable.

Don’t spend any money on filing forms until you have secure the name! If needed, you can file a Reservation of Entity Name (Form 620) with the state to protect it while forming.

Filing Fee: $50

Step 2) Appoint A Registered Agent

Choose a Registered Agent

All business entities need to have a registered agent for, well, essentially one reason  – so they can’t say, “We never received that document.” to any state or federal agency. It will be your agent’s responsibility to officially receive and provide “Service of Process” to all state filings, tax documents, legal notices, and so on. This is why they must have a RI address, be registered/certified with the state, and hold regular business hours.

That said, you can hire an outside professional and spend up to $160/yr, or get a registered agent free of charge for the first year when you Incorporate with IncFile or CorpNet. It’s a service we highly recommend to new non-profits that need help but can’t afford legal assistance.

Step 3) Select Incorporators & Directors

Choose the Initial DirectorsRhode Island requires a minimum of 1 incorporator  – the individual(s) who are responsible for signing and often filing the Articles of Incorporation with the state. Pretty straightforward. However, if your non-profit will be governed by a Board of Directors vs. members things can get more interesting.

Initial Directors are recruited to oversee the non-profit while it’s being formed, then when you conduct your initial meeting in Step 7 directors are voted on/in. There is no maximum but at least 3 need to be listed in the Articles. If possible it’s a good idea to either hire the best non-profit lawyer you can afford or partner with professional incorporation services who provide expert assistance.

Step 4) Draft Non-Profit Bylaws

Business Licenses

Your non-profit bylaws are your rules. They determine how your organization is governed and structured. All incorporated non-profits need them because if they aren’t in place the default Rhode Island state rules take over which may not be helpful. Common bylaws topics:

  • How meetings are to be conducted.
  • How new officers and directors are elected.
  • How voting takes place, disputes handled, and records kept/managed.
  • Adding/Amending bylaws (any changes must be reported to the IRS after incorporation).
  • How to handle other non-profit organization formalities in the state of South Carolina.

If this is all new to you, use a savvy Corporate Bylaws Template which you can customize for your non-profit and get an idea of the paperwork-side of bylaws.

Step 5) File Articles Of Incorporation

Register an LLC

Once all the previous steps are covered, and you and your board/members are ready, incorporators should sign and file Articles of Incorporation (Form 200) with the Sec. of State. Information you’ll need includes:

  • The name, type, duration of existence, and statement of purpose (provisions for non-profit vs corp);
  • Complete names & addresses of registered agent (and office), incorporators, and directors.
  • Any specific provisions/bylaws set forth as part of the internal operations of your organization.
  • A stipulation of apportioning assets to any 501(c)(3) upon termination of your organization.

Filing Fee: $35

Step 6) Start A Corporate Records Book

File Annual Reports & Publication Requirements

If you aren’t already familiar, a non-profit records book is where you keep physical copies of the most important paperwork – Articles of Incorporation, Bylaws, Meeting Minutes, 501.c.3 IRS Approval Letter, licenses & permits, current board members list, your annual and biannual reports, etc. Not mandatory, but very common and highly advised.

You can pick one up at pretty much any office supply store or online through Amazon of course, but we’re huge fans of savvy-sleek Corporate Kits which include gorgeous records books, binders, blank certificates and more which you can brand for as little as $99.

Step 7) Conduct Initial Meeting

Hold a Meeting with Your Board of Directors

The first meeting is in many ways the most important because it lays the foundation. Before we list common issues covered below, here’s a Corporate Minutes Template you can customize and use to get the ball rolling.

  • You will appoint/vote in the initial board of directors.
  • Consult the state code Title 7 – Ch. 7-6 for specifics on officers.
  • Officially adopt bylaws, or address changes which need to be declared to the IRS.
  • Approve getting an EIN in Step 8, a bank account in Step 10, assign committees, and more.

Step 8) Get An EIN

Get an EIN for Your LLC

If you want your Rhode Island non-profit to be compliant with the federal government, get through tax season smoothly, be able to legally hire team members to help with your efforts, and set up a business bank account…you must have an EIN or Employer Identification Number.

Think of it as a social security number for your organization. To get yours the easiest way is to submit a request through the IRS Website.

Step 9) Handle Licensing & Exemptions

Small Business Taxes

It’s time for your non-profit to become 100% compliant in terms of not only licenses/permits, but state and federal taxes. You should be able to apply for tax exempt status now that the corporate entity is established.

Two other great sites to bookmark would be the Providence district office of the Small Business Administration and the Rhode Island SBDC because they’re going to have tons of information and connections to non-profit-friendly resources.

Step 10) Setup A Business Bank Account

Best Business Bank Account

Yep, we saved the best for last. After everything above, and with your EIN in hand, you can now choose which institution to form the financial foundation of your non-profit. Don’t be hasty here. If you haven’t appointed a CFO, be sure that you or someone else takes time to research different local, state, and national banks/credit unions.

If you aren’t familiar with this side of banking, there’s a lot more to it because it’s a corporate account. This means there are different fee structures, financial services, and permissions involved. How many people will be using this account? Be sure that it isn’t mixed with any other accounts, business or personal, so that you’ve got a clean and tidy record of transactions!

Need Help Forming Your Organization?

If you’d like help forming a nonprofit, here are two great options:

Swyft Filings ($49 + state fees) is ideal if you’re on a budget but refuse to sacrifice quality. However if you’d like access to an attorney past nonprofit formation, Rocket Lawyer ($99 + state fees) is the best option.

Visit Swyft Filings Or Visit Rocket Lawyer

Note that this article on how to form a non-profit organization in Rhode Island isn’t a legal document or legal advice. It’s for informational purposes and the information above is subject to change. For specific legal questions regarding how to form a non-profit organization in Rhode Island or business in general, please consult with a non-profit/corporate lawyer or other accredited professional.