Page 30 - Washington Nonprofit Handbook 2018 Edition

must list the names and addresses of the incorporators of the
corporation in the articles of incorporation.

Until the corporation is formed, any incorporator may act on behalf of
the organization. Such incorporator may be personally responsible for
any expenses or liabilities incurred prior to the date of incorporation if
the nonprofit corporation is never formed or if the acts of the
incorporator are not ratified by the board of directors. Therefore, if an
incorporator makes any expenditures on behalf of the organization
before it is incorporated and wishes to be reimbursed by the
corporation, the incorporator must keep accurate records and receipts
of any and all expenses for which he or she will seek reimbursement.

Finally, an incorporator must file accurate information with the
Secretary of State. If an incorporator files documents that he or she
knows contain false information, the incorporator will be guilty of a

gross misdemeanor.

y Dissolution. You must provide the name of any person or
corporation to whom net assets are to be distributed in the event the
corporation is dissolved. “Net assets” are the funds and other
property remaining after payment of all the debts and other liabilities
of the corporation and the appropriate distribution of charitable
assets.

If your organization plans to apply for status as a tax-exempt
organization, there are additional requirements that apply to this
provision under federal law. Federal tax law requires that upon
dissolution of a 501(c)(3) organization, any remaining assets be
distributed to another 501(c)(3) organization for one or more exempt
purposes. The IRS requires that these requirements be stated in the
articles of incorporation of a 501(c)(3) organization. See sample
articles of incorporation for language that satisfies the federal
requirements. Sample articles of incorporation are available online at
https://wayfindlegal.org/.

WASHINGTON NONPROFIT HANDBOOK -19- 2018