File your articles of incorporation

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Exactly what to do

1. 2.1Take what you gathered and start the form
   You'll need everything from step 1: your state, your searched name, your registered agent, and your board roster, plus a main business address (your home address is fine and can even be out of state) and the incorporator (you). With those in hand, open your state's articles of incorporation filing page below, but before you start the screens, scroll step 2.2 into view: the purpose box arrives mid-form and its exact paste-ready text is there. Then work through the screens with this guide beside you. (Fields you don’t have answers for yet, EIN, NAICS code, duration, members, all have standard answers; see the questions below.)

   Pick your home state in step 1.1 and this box fills with your state’s exact links and rules.

2. 2.2Paste the two clauses the IRS will look for
   Where the form asks for your corporation's purpose, don't improvise, and don't be fooled by how casual the field looks. Most state portals treat it as an afterthought, marking it optional or quietly filling in a default like “General,” which reads like the box is a throwaway description. It is not: whatever lands there becomes the purpose article of your articles of incorporation, the exact document the IRS examines for the 501(c)(3) organizational test. Articles that state a generic purpose pass the state and fail the IRS, and fixing it later means a paid certificate of amendment and weeks of delay on your exemption. (Putting the language in your bylaws instead doesn't work; the IRS requires it in the articles.) Paste this (it's the IRS's own suggested language with your SGO mission written in):

   PURPOSE CLAUSE: paste into the articlesPDFCopy

   Said corporation is organized exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, including in particular the provision of scholarships to eligible elementary and secondary students as a scholarship granting organization described in section 25F of the Internal Revenue Code. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

   If the purpose box is too small (some portals cap it at a few hundred characters), paste this short version in the box instead, then get the full clauses into the filing another way: an upload slot on the same screen, an “other provisions” section (where the dissolution clause below goes too), or an attachment page.

   SHORT PURPOSE: for capped boxes (284 characters)Copy

   Organized exclusively for charitable and educational purposes under Section 501(c)(3) of the Internal Revenue Code, including providing scholarships to eligible elementary and secondary students as a scholarship granting organization described in Section 25F. See attached provisions.

   And for the upload slot itself, don’t assemble anything by hand: this generates the attachment as a PDF with your organization name already in it, carrying the complete provision set strong articles want, purpose, no-inurement and political-activity limits, a §25F requirements provision, and dissolution. Why the §25F provision: under Treasury’s temporary regulations (§ 1.25F-5T(d)(4), binding rules that apply from September 1, 2026), a state listing a new organization can rely on its governing documents only after finding that they expressly require the §25F operational rules, beyond a general promise to follow the law. This provision names each rule (the bylaws spell out the detail), and its closing sentence lets the regulations as amended control, so final rules that tweak a detail don’t force a paid articles amendment.

   Download as PDF *Downloads a clean PDF, exactly the document previewed below, ready for the portal's upload slot or to staple to paper articles.

   Review with a lawyer before filing. The Scholarship Granting Organization provision is drafted from §25F and Treasury’s October 2026 temporary and proposed regulations, not from attorney precedent, and articles are costly to amend once filed. Have a licensed attorney in your state read the whole attachment first.

   * You must add your organization name first: save it in step 1.2 above and it fills in here automatically.

   Attachment to the Articles of Incorporation
   of [ORGANIZATION NAME]

   Additional Provisions

   Purposes. Said corporation is organized exclusively for charitable and educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, including in particular the provision of scholarships to eligible elementary and secondary students as a scholarship granting organization described in section 25F of the Internal Revenue Code. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

   Inurement and Political Activity. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to, its members, directors, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in these articles. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.

   Scholarship Granting Organization. For so long as the corporation operates as a scholarship granting organization described in section 25F of the Internal Revenue Code, the corporation shall satisfy all requirements applicable to scholarship granting organizations under section 25F and the regulations and guidance issued thereunder, and in particular shall: (a) remain described in section 501(c)(3), exempt from tax under section 501(a), and not a private foundation; (b) maintain a section 25F segregated account containing only qualified contributions and the earnings therefrom, deposit all qualified contributions into such account, and maintain a complete set of books and records for each such account, and, if it appears on the scholarship granting organization list of more than one State, maintain a separate such account for each such State, allow donors to designate how their qualified contributions are allocated among those States and deposit them accordingly, and ensure that at least eighty-five percent of its activities consist of scholarship granting activities; (c) provide scholarships to ten or more students who do not all attend the same school; (d) spend not less than ninety percent of the income of the corporation, as determined under such regulations, on scholarships for eligible students solely within the State, within the time such regulations allow; (e) verify that scholarships are used solely for qualified elementary or secondary education expenses, using only the methods of payment such regulations permit, and maintain reasonable procedures to prevent and detect fraud, abuse, and duplicate awards; (f) verify, using a verification method such regulations permit, that each scholarship recipient is an eligible student who is a member of a household whose income does not exceed three hundred percent of area median gross income and who is eligible to enroll in a public elementary or secondary school; (g) award scholarships only to eligible students who reside in the State on whose list the corporation appears, except as such regulations otherwise provide; (h) award scholarships with a priority first for eligible students awarded a scholarship for the previous school year and then for eligible students who have a sibling who was awarded a scholarship from the corporation; (i) not earmark or set aside contributions for scholarships on behalf of any particular student; (j) not award a scholarship to any disqualified person as defined in such regulations, including any substantial contributor to the corporation or to a section 25F segregated account, any officer, director, or trustee or individual having similar powers, any individual who participates in selecting scholarship recipients or determining scholarship awards (including as a committee member and, as a policy of the corporation, whether or not the individual recuses from a particular decision), and any family member of any of them; and (k) satisfy the registration, donor acknowledgment, information reporting, annual certification, and annual independent financial and programmatic audit requirements of section 25F and such regulations, and provide its audit results and certifications to each State on whose list it appears. Each requirement of this article shall be interpreted and applied as defined in section 25F and the regulations and guidance thereunder as in effect from time to time, which shall control in the event of any conflict.

   Dissolution. Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

   This attachment is incorporated into and made a part of the Articles of Incorporation of [ORGANIZATION NAME].

   The second clause, same idea: the dissolution clause promises that if the organization ever shuts down, assets go to charity or government, never to insiders. If the state form has an “additional provisions” or “other” box, it goes there:

   DISSOLUTION CLAUSE: paste into the articlesPDFCopy

   Upon the dissolution of the corporation, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

   Some online forms ask it as a question instead, whether “the method of distributing assets” is set “in the bylaws” or “herein.” Choose herein, then use the form's add-a-provision option and paste the clause above as its own provision. Don’t punt this one to the bylaws: the IRS wants dissolution language in the articles themselves, and bylaws are the one place an examiner won’t accept it in most states.

3. 2.3Submit, pay the fee, and save the stamped copy
   At checkout many portals offer add-on documents. You only need the one that's usually included automatically: the official stamped/authenticated formation document. Skip the optional extras (certificates of standing, certified copies, typically $25 or so each); the rare bank or out-of-state registration that wants one will say so, and you can order it that day. Expect a small card-processing fee on top of the filing fee (eCheck is usually cheaper).
   
   Submit the completed articles (online where your state supports it, from the same filing page above) and pay the filing fee. The state then returns your articles marked approved, with a state seal or file-stamp and a date: that marked-up document is your “stamped copy,” the legal birth certificate of your organization. Download it the moment it issues and store it in your document vault: your bank (step 7), your IRS application (step 6), and your state's SGO vetting all ask for this exact file.
   
   Your formation date matters for 2027. A state may list an organization whose 501(c)(3) application is still pending only if the exemption, once granted, reaches back to January 1 of the list year or earlier (temporary § 1.25F-5T(d)(5)). Exemption reaches back to your formation date (the date on the stamped copy) when the 1023 is filed within 27 months, so an organization aiming at a 2027 list with its application still pending needs to be formed by January 1, 2027.

   What date did the state approve your articles?

   This starts your 27-month clock for the 501(c)(3) application; your dashboard computes the deadline.

   Stamped articles of incorporation

   Upload the state-approved copy and it's here whenever a later step needs it.

   Sign in to upload

What trips people up

• Skipping the purpose/dissolution clauses because the state form didn't ask. The state will accept articles the IRS will later bounce; the state form is the floor, the IRS organizational test is the bar.
• Naming the org something that collides with an existing SGO or a reserved word. Search the name in our directory too.

Questions people actually ask

Primary sources: IRS organizational test · IRS suggested articles language · Treasury temporary regulations, T.D. 10057 (our summary)