The state of incorporation will dictate some (not much) of the decisions below.

WHO will act as registered agent for the organization? - a person who will be responsible to gathering all general, legal mail. This person can change - the appropriate paper and fees need to be filed each time ($5 to $15 in Texas). This can be the president, secretary, treasurer - or a non-board member, or another corporation.

Note: in Texas (and likely some other states), a non profit organization does NOT need to include "Corporation, Incorporated, Company, Corp., Inc., or Co." in it's name.

Note: A preliminary check for "name availability" is recommended.

Confirm the Purpose of the organization:

Confirm: The organization WILL have membership.

Confirm: Management of the affairs of the organization will be by a Board of Directors instead of by the entire membership of the organization.

This is all that is required to become a legal entity in a designated state.

This and $25 paid to the Office of the Secretary of State (in Texas).

We can "reserve" the corporate name for $40.

Formation:

1. What is a nonprofit corporation?

2. Is a nonprofit corporation exempt from taxes?

Exemption from federal and state taxation is not automatic and eligible corporations must apply with the Internal Revenue Service ("IRS") and the State Comptroller to obtain an exemption. Not all nonprofit corporations are entitled to exemption from state and federal taxes. The secretary of state, however, does not make the determination of exemption.

3. How does a nonprofit organization, including a nonprofit corporation, obtain exemption from federal income taxes?

Exemption from federal taxes is determined by the IRS. There are forms and fees for that.

Exemption from state taxes is a separate issue.

4. How do I form a non profit corporation?

5. Do you have to be a U.S. citizen or a US resident to incorporate and/or own a corporation in Texas?

No you do not have to be a U.S. citizen or a US resident to incorporate and/or own a corporation in Texas. The Texas Business Corporation Act and the Texas Nonprofit Corporation Act do not place any restrictions on who can incorporate or own shares in a corporation except that the incorporator must be at least 18 years old. A corporation may provide residency or citizenship limitations in its articles of incorporation or bylaws.

6. Can a person under 18 years old be a director, officer or shareholder of a corporation?

Yes. Neither the Texas Business Corporation Act nor the Texas Nonprofit Corporation Act place any restrictions on who can own shares in or manage a corporation. Such restrictions may be set forth in the corporation's bylaws. The capacity of a minor to own property and/or sign a contract would be considerations in whether a corporation should have a minor as an officer or director.

7. What is a registered agent? What are the agent's duties? Where may a registered office be located?

A registered agent is a natural person or an entity (another incorporated body) which is authorized to transact business in Texas that is responsible for receiving service of process or official notices addressed to the entity. The registered agent generally has a contractual obligation to forward any such process or notice to the entity. The secretary of state may not be appointed to be the registered agent of a corporation, limited liability company, or limited partnership.

The registered office must be a physical address where the registered agent may be located during business hours. It cannot be a post office box or a lock box that is part of a commercial mail/message service unless that commercial enterprise is designated to be the registered agent. However, the registered office may be a post office box if the population of the city in which the registered office is located is less than 5,000.

8. Where does the corporation obtain its corporate seal, stock certificates and books for its minutes and other records?

The Texas Business Corporation Act does not require that a corporation have a corporate seal, therefore the secretary of state does not have information or regulations on how to design a seal or where to obtain one. Seals, stock certificates and corporate minute books generally may be purchased from legal materials suppliers or corporate service companies.

9. Can I file the corporation's bylaws with the secretary of state?

No. The bylaws of a corporation are documents kept by the corporation at its principal office. There is no statute that permits the filing of bylaws with the secretary of state and the secretary of state will not accept them for filing.

10. Can the same person be the shareholder, director and officers of a corporation?

In the case of a nonprofit corporation, the Texas Nonprofit Corporation Act requires that there be at least three directors in a nonprofit corporation. The required officers of a nonprofit corporation are a President and a Secretary; however, the same person cannot hold the offices of President and Secretary. Only an individual may serve as a director of a corporation.

11. Can a nonprofit corporation pay a salary to its officers, directors and/or employees?

12. Can a nonprofit corporation give political contributions?

Generally, political and social action activities are permissible purposes for a nonprofit corporation as long as the purpose is set forth in the articles of incorporation. Specific questions regarding contributions should be directed to the Texas Ethics Commission, (512) 463-5800, the Federal Elections Commission or the Internal Revenue Service.

13. Who has authority to investigate the activities of a nonprofit corporation?

The Secretary of State is a filing officer for the documents that create nonprofit corporations, but the Secretary does not have any regulatory authority or enforcement authority over those corporations. There are some circumstances under which the Attorney General has authority to take action against nonprofit corporations. The Attorney General has statutory authority under the Texas Nonprofit Corporation Act to investigate the operations of charities that are operated as nonprofit corporations. Additionally, the Attorney General has authority under the Texas Miscellaneous Corporation Laws Act to inspect and examine all books and records of corporations, including nonprofit corporations. Contact the Charitable Trust Section, Consumer Protection Division of the Office of the Attorney General to determine if the section has authority to take action in a particular matter.

If a nonprofit corporation is exempted from federal taxes, the Internal Revenue Service may revoke the exemption of a nonprofit corporation for actions that run afoul of federal tax laws.

14. Are the books and records of a nonprofit corporation available for inspection?

The Texas Nonprofit Corporation Act, in art. 1396-2.23, requires that nonprofit corporations maintain complete books and records of account, minutes of the proceedings of its members, boards of directors, and committees having the authority of the board of directors. These books and records should be available for examination and copying by members of the corporation.

In addition the Act, in art. 1396-2.23A, provides that nonprofit corporations should maintain accurate financial records including records relating to all income and expenditures. Based on these records, the board of directors shall prepare or approve an annual report of the financial activity of the corporation. All records, books, and annual reports of the financial activity of the corporation shall be available for inspection or copying by the public. There are numerous exceptions to this provision. It does not apply to corporations that solicits funds only from its members or a corporation that does not intend to solicit and does not actually receive contributions from sources other than its members in excess of $10,000 during a fiscal year. Nor does the provision apply to proprietary schools; religious institutions; trade associations or professional associations whose principal income is from dues and member sales and services; insurers; charitable organizations concerned with conservation and protection of wildlife, fisheries, and allied natural resources; and alumni associations.

Additionally, there are some circumstances when the books and records of a nonprofit corporation are available under the Texas Open Records Act (chapter 552 of the Government Code). The Act defines governmental body, in section 552.003(1)(A), to include the "part, section, or portion of an organization, corporation, commission, committee, institution, or agency that spends or that is supported in whole or in part by public funds."

15. Does a nonprofit corporation file the IRS form 990 with the Secretary of State?

The form 990 or 990-PF is not filed with the Secretary of State. There may be special circumstances when a nonprofit corporation files the 990 with the Charitable Trust Section of the Attorney General. Please check with the Attorney General regarding the necessity for your corporation to file the report.

Unincorporated Nonprofit Associations:

1. What is an unincorporated nonprofit association?

Article 1396-70.01, et.seq., the Texas Uniform Unincorporated Nonprofit Association Act [TUUNAA], defines an unincorporated nonprofit association as an unincorporated organization consisting of three or more members joined by mutual consent for a common, nonprofit purpose. All unincorporated nonprofit associations, whether or not the entities are tax exempt, are subject to the provisions of the TUUNAA. The Act addresses a limited number of major issues relating to nonprofit associations; namely, the authority of the nonprofit association to acquire, hold and transfer property in its own name; the authority to sue and be sued as a separate legal entity; and the contract and tort liability of an association's officers and its members. If you need further information regarding these provisions or how they might affect your association, you should contact your own legal counsel.

2. Must an unincorporated nonprofit association file with the secretary of state?

No. An unincorporated nonprofit association may, but is not required to, file with the secretary of state a statement appointing an agent authorized to receive service of process on behalf of the nonprofit association. The filing of the statement does not represent the creation of the nonprofit association; it simply provides a method for a nonprofit association to receive notice of any lawsuit brought against it.

Qualification:

1. When does a foreign entity, i.e. out-of-state, corporation, limited liability company, limited partnership, or limited liability partnership, have to qualify to transact business in Texas by filing an application for a certificate of authority or an application for registration as a foreign limited partnership or a foreign limited liability partnership?

Texas law uniformly provides that foreign entities must file applications for certificates of authority if they plan to transact business in Texas. Transacting business is not specifically defined by applicable statutes but does not include isolated transactions completed in 30 days or less, doing business in interstate commerce, or merely maintaining a bank account in this state. Generally, a foreign entity is transacting business in Texas if it has an office or an employee carrying on its business in this state or is otherwise pursuing one of its purposes in this state.

2. Does my foreign entity need to file an application for a certificate of authority?

The secretary of state does not provide legal opinions as to whether, given a particular set of circumstances, a foreign entity is or will be transacting business in the state and is required to obtain a certificate of authority. The secretary of state will direct an entity to examine its purposes and determine whether its activities in Texas are designed to achieve such purposes. For example, if the corporation manufactures widgets in another state and merely owns non-income producing land in Texas, it would probably not be considered to be transacting business in this state. Alternatively, when the purpose of a corporation is to own and receive income from rental properties, it is probably transacting business in this state if it owns an apartment complex in Texas, even if another entity actually manages the property.

3. If the foreign entity intends to or is already transacting business in Texas, what are the penalties for not obtaining a certificate of authority?

The penalties vary according to the type of entity. For example, business corporations, including professional legal corporations, are liable for all fees and franchise taxes that should have been paid plus a fine of up to $5,000 for each month or fraction of a month that the corporation transacted business without a certificate of authority. A limited partnership that fails to register with the secretary of state prior to transacting business in Texas is subject to additional fees. In addition to the filing fee for the certificate of registration, the Revised Partnership Act authorizes the secretary of state to collect $750 for each year or part of a year during which a limited partnership transacted business in Texas without having registered. In addition, a foreign corporation, limited liability company, or limited partnership may not bring a lawsuit or other cause of action in any state court until a certificate of authority is obtained.

4. Does a foreign nonprofit corporation have to qualify to conduct its affairs in Texas if its only contact with the state is solicitation of funds or donations?

A nonprofit corporation that actively solicits funds in this state may be conducting its affairs in Texas and should file an application for a certificate of authority to transact business. However, if the contacts the corporation has with the state are only through interstate commerce (for example, by mail or by telephone), or if the corporation hires independent contractors to do fund raising, then the corporation would probably not be considered to be transacting business in the state.

Amending Or Correcting:

1. Must I file a statement of change of registered office address when the location has not changed, but the address has been changed due to a postal or "911" change?

Yes. A corporation, limited liability company, and a limited partnership are required to continuously maintain a registered office address in this state under the provisions of the Texas Business Corporation Act, Texas Nonprofit Corporation Act, Texas Limited Liability Company Act, and the Texas Revised Limited Partnership Act. These statutes do not distinguish between a "voluntary" change of address and an "involuntary" change of address. The only means to effect a change to the registered office address is by making a statutory filing.

2. How can I correct a typographical error in a filed instrument?

A corporation, limited liability company, or a limited partnership may correct any instrument that was filed with the secretary of state when: 1) the instrument is an inaccurate record of the action referred to in the instrument; 2) the instrument contains an inaccurate or erroneous statement, or 3) the instrument was defectively or erroneously executed, sealed, acknowledged, or verified. An inaccurate or defectively drafted or executed instrument filed by a corporation or a limited liability company may be corrected by filing articles of correction pursuant to the Miscellaneous Corporation Laws Act, article 1302-7.02. Section 2.13 of the Texas Revised Limited Partnership Act sets forth the requirements for correcting an inaccurate or defective instrument filed by a limited partnership. Form 403 is a general form that may be used by either a corporation, limited liability company, or limited partnership.

3. Can articles of correction be used to cancel a previously filed document?

No. Articles of correction may be used to correct errors or inaccuracies in drafting or execution of a previously filed instrument. Documents can be corrected to contain only those statements that could have lawfully been included in the instrument to be corrected. Articles or a certificate of correction cannot be used to alter, include or delete a statement, which by its alteration, inclusion or deletion would have caused the secretary of state to determine that the document did not conform to law at the time of the original filing.

4. What document should be filed with the secretary of state if a foreign corporation with a certificate of authority to transact business in the state converts, or "redomesticates," under its jurisdiction's laws to a corporation formed and governed under the laws of another jurisdiction?

The foreign corporation should file an amended certificate of authority that amends the state of incorporation set forth in the original application for certificate of authority. The amended certificate of authority must be accompanied by a certificate evidencing the conversion or redomestication which is issued by the secretary of state or other authorized official in the new jurisdiction.

5. How can I find out the names of the shareholders of a corporation or members of a limited liability company? Or, how can I change the names of the persons owning or managing the corporation or limited liability company?

Ownership records of an entity are private information held by the corporation or limited liability company. No information on shareholders or members is available from the secretary of state. However, the names and addresses of general partners of limited partnerships are filed with the office and are available.

The names and address of officers and directors are filed with the comptroller of public accounts on the public information report (PIR) which is part of the corporation's annual franchise tax return. There is no provision for filing changes to officers and directors with either the secretary of state or the comptroller of public accounts. A person whose name is erroneously included in a public information report as an officer or director or manager of a corporation or limited liability company may file with the comptroller of public accounts a sworn statement disclaiming the person's status as an officer, director, or manager.

Guidelines for removal of or resignation by an officer, director or manager are generally found in the articles of incorporation or bylaws of the corporation, or in the articles of organization or regulations of a limited liability company.

When a general partner of a limited partnership changes, that change must be filed with the secretary of state within 30 days of the change or withdrawal of the general partner. The filing is accomplished by an amendment to the certificate of limited partnership.

6. Can I amend the articles of incorporation of a professional corporation to become a business corporation?

No. A corporation may amend its articles of incorporation to contain only those provisions which could have been lawfully included in the original articles of incorporation. Any lawful purpose which may have been included in the articles of incorporation of a business corporation could not lawfully have been included in the articles of incorporation of a professional corporation.

Reserving a Name:

1. What if I filed a name reservation under the wrong organizational statute? Can an entity name reserved under the provisions of the Texas Business Corporation Act be used to form a limited liability company?

Name reservations filed under one statute cannot be used for, or transferred to, filings made under any other statute. For example, a name reserved under the provisions of the Texas Business Corporation Act cannot be used to form an entity or change the name of an entity other than a corporation. However, the name reservation made under the wrong statutory provision may be canceled or terminated by the registrant in order to accommodate the filing of the other entity.

2. Can I withdraw or cancel a name reservation before the expiration of the 120 day name reservation period?

Yes. A registrant may terminate the reservation of a name prior to the expiration of the reservation period by filing an application to cancel the name reservation. No form has been promulgated for this purpose; however, an application to cancel the name reservation should be signed by the registrant and should include the following information: (1) the name reserved by the registrant: and (2) a statement that the registrant seeks to terminate the reservation prior to the expiration of its term. The filing fee for cancellation of a corporate name reservation is $15.00, cancellation of a limited partnership name reservation is $25.00, and cancellation of a limited liability company name reservation is $10.00.

3. Is there a limit on the number of times I can reserve an entity name?

No. The governing statutes do not restrict the number of times a person may reserve the same name. There is however no provision for the renewal of a name reservation; consequently a subsequent name reservation will not be filed until the expiration of the term of the existing reservation.

Assumed Name:

1. If I file an assumed name with the secretary of state or with the county clerk does this mean no one else will be allowed to use the name?

No. Registration of an assumed name does not give the registrant any right to the use of the assumed name when that use would be contrary to the common law or statutory law of unfair competition, unfair trade practices, or common law copyright or similar law. The secretary of state will accept a filing of an assumed name certificate as notice of intent to use of the assumed name without determining whether the registrant has the right to the use of the name. Consequently, there may be the same assumed name on file by more than one organization.

The purpose of the assumed name filing is to provide notice that a business or profession is being conducted under a name that may not clearly identify the owners or participants and to provide further information on the identity and location of such owners or participants. Generally, every business must protect its own business name and the good will that it has acquired from the sale of its goods or services in a specific geographic area.

2. Must an assumed name certificate have an original signature and be notarized?

In the case of a county level filing, the Texas Assumed Business or Professional Name Act requires that an assumed name certificate be signed and duly acknowledged by an officer, general partner, member, manager, representative, or attorney in fact for a corporation, limited partnership, registered limited liability partnership, or limited liability company. A certificate that is signed and acknowledged by an attorney in fact must include a statement that the attorney in fact has been duly authorized in writing by the principal to sign and acknowledge the assumed name certificate to be filed.

However, assumed name documents filed with the secretary of state do not need to be notarized. In addition, the secretary of state is authorized to accept for filing a photocopy or similarly reproduced copy of an originally signed assumed name document. The legislative enactment amending the provisions of the Texas Assumed Business or Professional Name Act made no changes to filing requirements or procedures relating to county level filings. Consequently, form 504 should not be used to effect a county level filing.

3. Does a corporation have to file an assumed name certificate in every county in which it does business?

No. The provisions of the Texas Assumed Business or Professional Name Act require a corporation to file its assumed name certificate with the secretary of state and, if the corporation is required to maintain a registered office address in Texas in the county clerk's office of the county in which the registered office is located and in the county of its principal office. In the case of a corporation that is not required to maintain a registered office address or that does not maintain a registered office address, the assumed name certificate would be filed with the secretary of state and in the county clerk's office of the county in which its office is located in Texas.

4. Can I amend an assumed name certificate to change incorrect or dated information?

No. The Assumed Business or Professional Name Act does not provide for the filing of an amended assumed name certificate. Whenever there is a material change in information on an assumed name, a new assumed name certificate should be filed. The new certificate should be filed before the 61st day following the occurrence of the change that necessitated filing the new certificate. A material change would include a change in the name, identity, form of business or location of the registrant.

Name Changes:

How does my non-profit corporation change its name?

In order for a non-profit corporation to change its name, the entity must file articles of amendment with the Secretary of State. The Secretary of State does not provide forms for this purpose but does include a summary of the requirements on the SOS web site at: http://www.sos.state.tx.us/corp/nonprofit.shtml Form 405 is the summary applicable to non-profit corporations.

Dissolution:

1. Can the incorporators of a nonprofit corporation dissolve the corporation when the corporation never began business?

No. Unlike the Texas Business Corporation Act, the Texas Nonprofit Corporation Act does not permit dissolution of a corporation by act of the incorporators under any circumstances. Voluntary dissolution of a nonprofit corporation can be effected only by following the procedures and requirements of articles 6.01-6.06 of the Texas Nonprofit Corporation Act.

2. Can a nonprofit corporation be reactivated after it has filed articles of dissolution with the secretary of state?

No. Unlike the Texas Business Corporation Act, the Texas Nonprofit Corporation Act does not provide for the filing of articles of revocation of dissolution. Once the articles of dissolution have been filed and a certificate of dissolution issued by the secretary of state, the corporation cannot be reinstated or reactivated.

Required Reports:

1. Is an electric cooperative formed under the Utilities Code required to file a periodic report under article 9.01 of the Texas Nonprofit Corporation Act?

Yes. The Texas Miscellaneous Corporation Laws Act, article 1302-1.03, provides that all corporations organized under special statutes shall be subject to the provisions of the Texas Nonprofit Corporation Act (TNPCA) to the extent the special statute is not inconsistent with the TNPCA. The TNPCA, article 1396-10.04G, provides that all corporations organized on a not for profit basis under special statutes, which do not contain some of the provisions found in the TNPCA, are subject to those provisions of the TNPCA. Consequently, pursuant to these provisions, all corporations organized not for profit, regardless of the statute under which they are formed, are subject to the requirements of article 9.01.

2. Can changes be made to the preprinted information contained on the article 9.01 report?

Certain changes to the preprinted information contained on the article 1396-9.01 report can be made to reflect current information. For example, changes to the name of the registered agent and to the registered office address may be made by changing the information contained in the periodic report. However, making a change to the preprinted information on the periodic report cannot effect a change to the name of the corporation. If the corporation has changed its name, it must file articles of amendment to effect the change to its articles of incorporation.

3. Can an article 9.01 report be filed at any time to reflect the current officers and directors of a nonprofit corporation?

Yes. Although a nonprofit corporation is not required to notify the secretary of state of changes to officer/director information, a nonprofit corporation may submit for filing a periodic report when not required to do so by the secretary of state. However, the voluntary submission of a report does not relieve the corporation of the need to file the periodic report or extend the time within which the report must be filed when the report is specifically required from the corporation by the secretary of state.

4. Can a nonprofit corporation involuntarily dissolved for its failure to file the article 9.01 report reinstate at any time?

Yes. The involuntary dissolution and reinstatement of a nonprofit corporation for its failure to file the article 9.01 report are governed by article 1396-9.02, rather than article 1396-7.01. Consequently, a corporation which has been involuntarily dissolved or had its certificate of authority revoked for failure to file the required report may reinstate at any time by filing the required report and paying the filing fee of $25.

5. If a limited partnership has had its certificate of limited partnership or registration as a foreign limited partnership canceled for its failure to file the periodic report under Section 13.05 of the Revised Limited Partnership Act, how and when can it reinstate its certificate or registration?

To reinstate its certificate or registration, the limited partnership must file the required report and pay $250, which is the total of the $50 filing fee for the periodic report, the maximum late fee of $100, and the reinstatement fee of $100. There is no time limit on when a limited partnership may reinstate its certificate of limited partnership or registration as a foreign limited partnership.

6. What are the consequences if a nonprofit corporation or a limited partnership fails to file its periodic report within the time specified by the secretary of state?

A nonprofit corporation or a limited partnership that fails to file the periodic report required under its governing statute within 30 days from the date that the report is sent by the secretary of state will forfeit its right to conduct its affairs or transact business in Texas. While forfeited, the nonprofit corporation or limited partnership may not maintain any action, suit or proceeding in any court of this state, and may not amend its articles of incorporation or certificate of authority, or in the case of a limited partnership, its certificate of limited partnership or certificate of registration, until it has been relieved of its forfeiture by filing the report. However, the forfeiture of the corporation's right to conduct its affairs or limited partnership's right to transact business does not prevent the entity from defending any action or suit or impair the validity of any contract.

The failure of a nonprofit corporation or limited partnership to relieve itself of the forfeiture by filing the required report within 120 days of the mailing of the notice of the forfeiture by the secretary of state will result in the involuntary dissolution of the corporation or revocation of its certificate of authority and, in the case of a limited partnership, in the cancellation of the certificate or registration of limited partnership.

Approximately 40 states have enacted charitable solicitation statutes. Although specifics vary, state statutes usually require organizations to register with the state before they solicit the state's residents for contributions. In most states, certain organizations are specifically excluded or exempt from the registration requirements. Although most states exempt similar types of organizations, specific exemptions vary from state to state. For example, in Pennsylvania, bona fide religious institutions and organizations of law enforcement personnel, firefighters, and other persons who protect the public safety are excluded from Pennsylvania's Act's requirements if they meet certain criteria. In addition, educational institutions, hospitals, veteran's organizations, volunteer firemen organizations, ambulance associations, rescue squad associations, public nonprofit library associations, senior citizens centers, nursing homes, and parent teacher associations are exempt if they meet certain criteria. Finally, organizations receiving annual contributions of $25,000 or less are exempt from the Pennsylvania registration requirements as long as they don't compensate anyone to conduct solicitations.

Article of Organization Defined

An organization's articles of organization are the articles of incorporation or charter, trust document, or other written instrument by which the organization is created.

Article of Incorporation of the undersigned, a majority of whom are citizens of the United States, desiring to form a Non-Profit Corporation under the Non-Profit Corporation Law of _______________________________, do hereby certify:

Name ___________________________ Address_______________________

Name ___________________________ Address_______________________

Name ___________________________ Address_______________________

Name ___________________________ Address_______________________

Public Charity - Required Provisions for Articles

State law may require nonprofit corporations to have by-laws and nonprofit organizations generally find it advisable to have internal operating rules. Federal tax law does not require specific language in the by-laws of most organizations. Note, however, that organizations that want to specify an annual accounting period generally do so in their by-laws.

State Law Requirements for By-Laws

Exempt organizations must keep books, reports and file returns based on an annual accounting period called a tax year. A tax year is usually 12 consecutive months. There are two kinds of tax years:

• Calendar Tax Year
  This is a period of 12 consecutive months beginning January 1 and ending December 31; or
• Fiscal Tax Year
  This is a period of 12 consecutive months ending on the last day of any month except December.

Federal tax law does not require specific language in the by-laws of most organizations.

(RPLOTN HAS THIS ALREADY)

Online Application - Form SS-4, Employer Identification Number (EIN)

About EINs: An Employer Identification Number (EIN), also known as a Federal Tax Identification Number, is a nine-digit number that the IRS assigns to business entities. The IRS uses this number to identify taxpayers that are required to file various business tax returns. EINs are used by employers, sole proprietors, corporations, partnerships, non-profit organizations, trusts and estates, government agencies, certain individuals and other business entities.

Entities that May Not Apply Online: The online application process is not yet available for the following types of entities: Foreign Addresses (including Puerto Rico), Limited Liability Company (LLC) without entity types, REMICs, State and Local Governments, Federal Government/Military, Indian Tribal Government/Enterprise. Please call the toll-free Business and Specialty Tax Line at 1-800-829-4933 should you need assistance applying for an EIN. Foreign Addresses (addresses outside the continental USA, Alaska and Hawaii) call 215-516-6999.

About the Electronic Federal Tax Payment System (EFTPS)
EFTPS is a service provided free by the U.S. Department of the Treasury that enables businesses and individuals to make their federal tax payments electronically, 24 hours a day, 7 days a week.

Based on the information you submit on your application or if you indicate you will have employees, you will automatically be enrolled in EFTPS so you can make all your deposits online or by phone. Within a few days you will receive instructions by mail for activating your EFTPS enrollment. You will also receive an EFTPS Personal Identification Number (PIN) that you will use to make your payments, as well as instructions for obtaining an Internet Password you will need if you wish to make your payments online. No action is required at this time. Simply watch your mail for EFTPS information.

Organizations applying for tax-exempt status must submit two applications: First, one requesting an Employer Identification Number (EIN); and second, the other applying for recognition of exemption.

• A grant to the applicant is pending and the failure to secure the grant may have an adverse impact on the organization's ability to continue operations.
• The purpose of the newly created organization is to provide disaster relief to victims of emergencies such as flood and hurricane.
• There have been undue delays in issuing a letter caused by problems within the Service.

Any other situation where the IRS feels expedited service is warranted.

State Regulation of Charitable Solicitation

Monetary Tests May Differ
Dollar limitations applicable to Form 990, or Form 990-EZ, when filed with the IRS may not apply when using the return, in place of state or local report forms. Examples of the IRS dollar limitations that do not meet some state requirements are the $25,000 gross receipts minimum that creates an obligation to file with the IRS and the $50,000 minimum for listing professional fees in Part II of Schedule A (Form 990 or 990-EZ).

Additional Information May Be Required
State or local filing requirements may require you to attach to Form 990, or Form 990-EZ, one or more of the following: (a) additional financial statements, such as a complete analysis of functional expenses or a statement of changes in net assets; (b) notes to financial statements; (c) additional financial schedules; (d) a report on the financial statements by an independent accountant; and (e) answers to additional questions and other information. Each jurisdiction may require the additional material to be presented on forms they provide. The additional information does not have to be submitted with the return, filed with the IRS.

Even if IRS accepts the return that the organization files as complete, a copy of the same return filed with a state will not fully satisfy that state's filing requirement if required information is not provided, including any of the additional information discussed above, or if the state determines that the form was not completed by following the applicable Form 990, or Form 990-EZ, instructions or supplemental state instructions. If so, the organization may be asked to provide the missing information or to submit an amended return.

Use of Audit Guides May Be Required
To ensure that all organizations report similar transactions uniformly, many states require that contributions, gifts, grants, etc., and functional expenses be reported according to the AICPA industry audit and accounting guide, Not-for-Profit Organizations (New York, NY, AICPA, 2003), supplemented by Standards of Accounting and Financial Reporting for Voluntary Health and Welfare Organizations (Washington, DC, National Health Council, Inc., 1998, 4th edition).

Donated Services And Facilities
Even the two publications named above sometimes call for reporting donated services and facilities as items of revenue and expenses, many states and the IRS do not permit the inclusion of those amounts in Parts I and II of the Form 990 or Part I of Form 990-EZ. The optional reporting of donated services and facilities is discussed in the instructions for Part III for both Form 990 and Form 990-EZ.

Amended Returns
If the organization submits supplemental information or files an amended Form 990, or Form 990-EZ, with the IRS, it must also send a copy of the information or amended return to any state with which it filed a copy of the return originally to meet that state's filing requirement.

Method Of Accounting
Most states require that all amounts be reported based on the accrual method of accounting.

Time For Filing May Differ
The deadline for filing Form 990, or Form 990-EZ, with the IRS differs from the time for filing reports with some states.

Public Inspection
Form 990, or Form 990-EZ, information made available for public inspection by the IRS may differ from that made available by the states

A tax-exempt organization that fails to file a required return is subject to a penalty of $20 a day for each day the failure continues. The same penalty will apply if the organization fails to give correct and complete information or required information on its return. The maximum penalty for any one return is the lesser of $10,000 or 5 percent of the organization's gross receipts for the year. If the organization has gross receipts in excess of $1,000,000, the penalties are increased to $100 per day with a maximum penalty of $50,000.