ComplianceFinanceLegalMarch 01, 2019

Nonprofit organizational changes & state amendment filings

Nonprofits are subject to different rules and regulations than for-profit businesses, and filing requirements is one of the areas where the two differ.

These differences include the regulations regarding maintaining your nonprofit corporation and federal tax-exempt status when organizational changes occur. Some changes that require filing include name amendments, changes of address, and a change of officers.

Get the details of what’s required and when, so you don’t risk losing your nonprofit status in the midst of an organizational shift. Note: in most cases, the IRS is not automatically updated by the state, so you may need to do this yourself. More details on these requirements below.

Nonprofit name change

If you’re changing your company’s Articles of Incorporation filing an Article of Amendment is required. If you’re an incorporated organization, you’ll need to file with the state in which you’re incorporated, and if registered in other states (foreign qualified), you’ll need to repeat the process within those jurisdictions as well.

When filing your amendment, don’t skip over the details. There may be additional instructions, requirements, and provisions, and these will vary by state, making it even more important to check as a foreign qualified nonprofit. Details to keep in mind, include:

  • You may be required to notify a variety of agencies, like the Franchise Tax Board. This varies state to state.
  • You need to report the change when submitting your next annual IRS return; in many cases, this is in the form of Form 990 or 990-EZ.
  • Your required documentation may vary depending on the type of nonprofit entity you have, for example, a corporation versus a trust. Check the IRS Change of Name page to find the additional documentation requirements for your organization.

In addition to the legal requirements, there are a few informal updates to remember, for example, alerting your stakeholders and changing your name on social media. It may also be wise to alert clients and vendors, with a personal letter that explains why the change has occurred.

Change in address

Changing your address as a nonprofit has many of the same requirements as changing your name. You’ll need to file an amendment with the state, and take note of additional requirements. For example:

  • In most cases, you can report the change of address for your nonprofit in your annual filing. Again, this will depend on the state and may need to be filed with other agencies.
  • If your nonprofit organization is registered with the state’s Charities Bureau, you may need to file your name change with them as well. Check to see if you can submit this with your annual filing or what timeframe you have to submit within. Some states have a 30-day window.

All exempt organizations will need to report this change on their next annual return or information notice, whether filing a Form 990, 990-EZ, or 990-N. Note that you may also use Form 8822-B Change of Address - Business to file this, rather than the aforementioned options.

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Adding required IRS language

This kind of amendment is needed when the Articles of Incorporation were filed without the required IRS language, which includes restrictions on the organization’s activity to specific and provisions upon dissolutions. The amendment would update the documents to include the language necessary to apply for 501(c)(3) status. If you’re registered with your state’s Charities Bureau, you may need to file your amendment with them as well.

Changes to officers & directors

Some states require nonprofits to report when an Officer or Director change occurs, while others don’t. If your state does, this is most often done in one of three ways:

  • Filing an amendment to the articles
  • Submitting a certificate of change of directors or officers
  • Updating your annual report or similar document

In many cases, if you were required to include the names of your nonprofit's initial directors or officers on the original articles of incorporation, you’ll need to file the amendment. This may need to be reported to the state’s Charities Bureau if you’re registered there, and in many cases, the updates can be filed with your annual paperwork. Note the potential timeframe requirement in some states.

This change will also need to be reported to IRS on your annual 990 filing.

Nonprofit bylaw amendment

While changes to your nonprofit organization's bylaws do not require filing at the state level, you will still need to notify the IRS. This can be done with the Form 990, annually, at tax time. If you’re registered with the state’s Charities Bureau, the updated bylaws are often required to be submitted with the annual filing as well.

Amending the purpose statement

Changing your purpose statement requires an Amendment filing, and in some cases, you may first need to obtain approval from the Attorney General. It’s important to remember that the mission statement document will also need to be changed, and therefore changed within the bylaws, as well. This maintains consistency within all your documents.

As you consider amending your purpose statement, remember that, while unlikely, the verbiage modifications could impact your nonprofit’s tax-exempt status. If you still decide to move ahead with the change, the filing details to keep in mind include:

  • You may need to submit notifications to other agencies like the Franchise Tax Board, depending on the state you’re organized in.
  • If you belong to the state’s Charities Bureau, changes may need to be filed there.
  • You need to report your change to the IRS when you submit your Form 990.

In addition to formal filings, take a look at all public announcements of the mission statement to ensure consistency with old and current documents. It may also be wise to inform board members, vendors and donors with an announcement or personal emails. If appropriate, this change can also be communicated with a press release.

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Heather Huston
Assistant Service Manager
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