Articles of Incorporation Form Instructions - Nonprofit
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The instructions are listed in numerical order to align with the form. They supplement the instructions on the form itself.
NAME OF CORPORATION: Name of the nonprofit. The name must be written in the alphabet used to write the English language and may include Arabic and Roman numerals and incidental punctuation.
REGISTERED AGENT: An individual or a registered business with an Oregon street address who has agreed to accept legal documents on behalf of the nonprofit corporation. The nonprofit cannot be its own Registered Agent.
REGISTERED AGENT’S PUBLICLY AVAILABLE ADDRESS: This Oregon street address must be suitable for personal delivery of legal papers to the Registered Agent. The registered office may not be a PO Box, commercial mail receiving agency, a mail forwarding business, or a virtual office.
ADDRESS WHERE THE DIVISION MAY MAIL NOTICES: An address where renewal notices will be mailed. Other types of mail will also be delivered to this publicly available address.
TYPE OF CORPORATION: Choose one of the three nonprofit types. See definitions on second page of the form, or ORS 65.001 (parts 32, 38, and 40.)
WILL THE CORPORATION HAVE MEMBERS? Generally, a member of a nonprofit corporation has the right to vote to elect or remove directors, to sell assets, to dissolve the nonprofit, and to confirm other major decisions of the directors. ORS 65.144 lists the rights and obligations of members. An attorney can advise on the choice of “Yes” or “No”.
DISTRIBUTION OF ASSETS UPON DISSOLUTION: See the options on the two pages following the form.
OPTIONAL PROVISIONS: The one provision shown is the only common one.
INDEMNIFICATION: Check this box to elect the provisions of ORS 58.185 or 60.387 – 60.414.
SEE ATTACHED: Check this box if attaching a page with additional provisions. (These are rare.)
WHO IS FORMING THIS BUSINESS? (INCORPORATORS): Address(es) may be business or mailing address(es).
INITIAL PRESIDENT: This is optional, but often required by a bank for a new account. Address may be a business or mailing address.
INITIAL SECRETARY: This is optional, but often required by a bank for a new account. Address may be a business or mailing address.
- INITIAL TREASURER: This optional entry is sometimes desired for the filed document, even though it will not display on the registry web page.
EXECUTION / SIGNATURE OF EACH PERSON WHO IS FORMING THIS BUSINESS: This legal declaration must be signed. If another form is generated, this exact wording must be used.