---
title: "Incorporating in the US"
slug: "incorporating-in-the-us"
description: "Thinking of establishing a corporation"
tags: ["Compliance", "USA", "Entity"]
updated: 2023-02-23T15:09:21Z
published: 2023-02-23T15:09:21Z
canonical: "resourceportal.antientropy.org/incorporating-in-the-us"
excludeFromExternalSearch: true
---

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# Incorporating in the US

## About this Guide

This guide is designed for organizations that are thinking of incorporating an entity in the US. This is a non-state-specific guide meant to give an overall picture of what it would take to establish a nonprofit entity.

## Key Items in this Guide

- Establishing a corporate entity is done at the state level.
- Establishing the corporation and the nonprofit status can be done at the same time.
- Applying for Charitable (tax-exempt) status is done at the federal level ([see Applying for Charitable Status](/v1/docs/applying-for-charity-status-us)).
  - Being a nonprofit does not mean the organization is tax-exempt
  - 501(c) status is how an organization becomes tax-exempt

## What is Needed to Create an Entity

You will need to create an Articles of Incorporation or Constitution document, depending on the requirements of the state in which the organization is incorporating. The type of document and requirement varies by state. Generally, you will need:

1. Organization name
  1. Most states have an online searchable database to find what names are available.
2. Entity legal structure. ([IRS Guidance](https://www.irs.gov/businesses/small-businesses-self-employed/business-structures#:~:text=The%20most%20common%20forms%20of,structure%20allowed%20by%20state%20statute))
  1. Sole Proprietorships
  2. Partnerships
  3. Corporations (*common for nonprofits*)
  4. S Corporations
  5. Limited Liability Company (LLC)
3. If filing as a nonprofit or a charity, you will need a [Charitable Purpose](/v1/docs/charitable-purpose) of the nonprofit
  1. A charitable purpose is required for filing as a nonprofit, and all states follow IRS guidelines.
  2. Nonprofit status is filed with the state at the time of incorporation. Charity status is filed with the IRS after the organization has received its EIN (in *Next Steps* below).
4. Identify a [Registered Agent](/v1/docs/guide-template-1)
  1. The primary person who will be receiving documents for the organization.
  2. A mailing address will need to be provided for this person.
5. Create your [Bylaws](/v1/docs/us-corporate-bylaws)
  1. Note that in the link, you will see that some states have specific bylaw requirements.
6. A [Board of Directors](/v1/docs/nonprofit-board-member)
  1. Most states require at least three directors.
7. A first board meeting. At the meeting:
  1. Elect the board of directors.
  2. Elect officers. Most states also require at least two officers for the board of directors; a president and a secretary, who often cannot be the same person.
  3. Vote to adopt the bylaws and articles of association, incorporation, or constitution.
  4. Note that most states require that a board meeting be held at least once a year; some require two.
8. File the forms and paperwork with the state.

## Next Steps

1. [Obtain EIN from IRS](/v1/docs/applying-for-an-ein)
2. [File for Tax-Exempt Status](/v1/docs/applying-for-charity-status-us)

---

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## Related

- [How to file an Employee Identification Number (EIN) (US)](/applying-for-an-ein.md)
- [US Nonprofit vs Charity](/us-nonprofit-vs-charity.md)