Overview of Steps for establishing a Nonprofit Conservation Organization in VA:
All non-profit organizations must have these four characteristics:
1. They must be granted legal status that allows gifts to be tax deductible
2. Their role and mission must be above any self-interest or financial gain
3. Tax exemptions must be granted (although not every non-profit organization elects to file for them)
4. They must serve the public
STEP/TASK | ROLE | TIMELINE |
| Autumn M. Bradley Puccio (idea of organization name is being establish and debated) | September 1 |
You may appoint anyone as a Virginia registered agent; however, the individual must meet the following requirements:
| Shannon Adams (lawyer) | September 5 |
3. Form a Board of Directors: Before you can register your nonprofit, it is required by law that you recruit a board of directors.Your Board of Directors will be made up of incorporators, initial directors as well as officers. Start by recruiting an incorporator who will be responsible for signing the Articles of Incorporation on the nonprofit’s behalf. You should have at least one incorporator; however, the law permits you to appoint more than one. When it comes to nominating directors, you need to nominate at least three directors. They do not need to be residents of the state, nor do they need to be members of the nonprofit. The minimum term of service for directors is one year or until a successor is nominated. When it comes to recruiting officers, you need to nominate three individuals to fulfill the roles of president, secretary, and treasurer. Together the incorporators, directors, and officers make up your nonprofit’s board of directors. | Shannon Adams, Autumn Matney, Jessie Matney, Bradley Puccio | September 6 |
4. Consent to bylaws and conflict of interest policy: You need to have important government documents complying with Virginia law prior to filing your nonprofit’s Articles of Incorporation. The bylaws contain the procedures and rules your corporation will follow when holding board meetings, electing officers and directors, and taking care of certain company formalities required in the state of Virginia. Additionally, the nonprofit in Virginia will also need to compile a Conflict of interest policy. This policy ensures that all decisions taken by the board of directors and members are always in the nonprofit’s best interest or made to further its cause as opposed to furthering the personal agendas of board directors and members. Neither one of these documents needs to be filed with the state; however, they must be kept on record and used as the nonprofit’s internal management handbook. | Autumn Matney-construct Bradley Puccio-overlook | Draft by- September 12 |
5. Select a Virginia nonprofit startup corporation structure: The state of Virginia has different types of organizational structures. So this step in the process depends on you determining a legal form for your nonprofit corporation. Usually, charities take the legal form of a nonprofit public benefit corporation. However, other nonprofits are set up as trusts or associations. It is advisable to seek legal advice to decide what legal form is best for your nonprofit. Thereafter, you’ll need the relevant forms available on the Virginia Secretary of State website in order to incorporate your organization. | Seek legal advice from Shannon Obtain legal forms | Legal advice by- September 20 Legal forms by- October 1 |
6. Prepare and file nonprofit articles of incorporation: our nonprofit’s Articles of incorporation with the state of Virginia are required to register your nonprofit. It’s also an essential step to obtain tax exemption in its ability or apply for 501(c)(3) tax-exempt status. Essentially, the Articles of Incorporation officially mark the formation of the nonprofit organization. They also document important details such as when and where the organization was formed and verify its existence. The specific language required by the IRS will differ from one state to the other. However, there are some basic provisions to keep an eye out for, as this is what the IRS will look for when reviewing your application for federal income tax exemption. In order to file Articles of Incorporation, you need to complete the Articles of Incorporation of the Virginia Nonstock Corporation Form or template. Additionally, the Articles of Incorporation must be accompanied with specific information, including:
The articles must also explicitly state the nonprofit organization‘s purpose or the organization’s mission. Think of it as your nonprofit’s mission statement. Mission statement: The Water Conservation Organization strives to achieve healthy water quality. This nonprofit was formed to provide citizens with the comfort of knowing their water is safe and protected from contaminants. | Autumn- get organization fully registered | October 20 |
7. File an initial report: nonprofits in VA are not required to complete this step | N/A | |
8. Secure an EIN (Employer Identification Number): Your Virginia nonprofit will need an Employer Identification Number. The Employer Identification Number is also referred to as a Federal Tax Identification Number. It is a unique nine-digit code that the Internal Revenue Service assigns and uses to identify business entities in the state. Think of it as a Social Security number for a nonprofit organization. In order to receive an EIN, you need to complete IRS Form SS-4 and apply online with the Internal Revenue Service. The application is free of charge. | Bradley and Autumn- Complete the forms | October 30 |
9. Apply for federal tax exemption: Every Virginia nonprofit should apply for federal tax exemption, under the Internal Revenue Code. You need to complete Form 1023 and submit it to the Internal Revenue Service. Alternatively, if the nonprofit is a small business organization, then complete Form 1023-EZ. | Autumn/Bradley- complete & submit forms | November 2 |
10. Apply for VA state tax exemption: If you received a federal tax exemption and have your determination letter in hand, there is no need to file to obtain state income tax exemption. This is because existing organizations are automatically exempt once they’ve received their IRSdetermination letter. However, you will need to file to obtain sales and use tax exemption. File Form NP-1 with the Virginia Department of Taxation. | Autumn | Complete by November 5 |
11. Other applicable permits and licenses: A statewide business license may be required based on the type of activities your nonprofit plans to carry out and where it is located. Ensure that you check with the clerk for the city where the corporation’s primary office is based and visit the Virginia Business OneStop website for local licenses. | Autumn/Bradley- make sure requirements are met and permits/licenses are in order | November 8 |
12. Additional registration: All nonprofits in the state of Virginia are required to register for charitable solicitation or undergo Virginia charitable organization registration. Therefore, prior to soliciting funds, allowing tax-deductible donations or carrying out fundraising activities, you need to register the nonprofit with the Virginia Department of Agriculture and Consumer Services Office of Consumer Affairs. | Autumn | Completed |
13. Submit annual report: Annual reports need to be submitted by all Virginia nonprofit corporations. The annual report must be submitted to the office of the clerk by the last day of the 12th month after your nonprofit was incorporated. And you need to stick to this date each year thereafter. File the annual report online through SCC eFile. | Autumn- submit report | |
14. Last steps:
| Autumn/Bradley | In the process |
Links used, visit for more info:
https://www.nrcs.usda.gov/Internet/FSE_DOCUMENTS/stelprdb1045612.pdf