Articles of Incorporation (we’ll call them AOIs from here on out) are found in a written document filed usually with the Secretary of State in the state in which a church exists that form that church as a legal entity in the eyes of the world. Banks will usually require a copy of the AOIs before letting your church open a bank account so that they can verify that this organization is real. There are several components that should be in your AOIs. Because they are so basic, they do not usually change. This is unlike your bylaws, which are more detailed and therefore more open to change. Here are just a few of the things that need to be in most AOIs.
Name of the Church
The AOIs will first state the name of your church. The articles will tell the world – the government, banks, vendors, members, and the like – the name of the organization they are interacting with. If you’re launching a new church, then obviously you’ll need to have the name of your church firmed up before filing the AOIs. If your church changes its name, the official means of doing so is through amending the AOIs.
Period of Existence
Your AOIs will tell the world how long the church will exist. Very rarely would any organization want to put an expiration date on their endeavor, and certainly not the church. While eternity is not in the government’s vocabulary in terms of AOIs, most organizations indicate in this section that the organization will exist into perpetuity.
There are two primary components of the character of a non-profit organization that should be in your church’s AOIs. The first is a prohibition against "private inurement." This is tax prohibition based on the notion that if the government is not going to tax the organization, the organization’s receipts over budgeted expenditures cannot flow to a private person. The second component deals with what happens to the assets of a non-profit organization if that organization closes its doors. While we don’t want churches closing their doors, statistics show this is becoming a much more common occurrence. Tax law prohibits the assets of a non-profit from going to a for profit endeavor or a private party, so specific language is necessary to ensure that non-profit assets go to a similar non-profit endeavor on dissolution.
Your church’s AOIs should tell the world not only who they are interacting with, but where they can interact with your church. Your AOIs should clearly state the address of the church’s primary location. This can be difficult for church plants. I know of some church planters in very difficult locales within the United States that have to move frequently. The principal address should be updated with each move. House churches may not meet in the same house every week. In that case, one location should be designated the principal address.
Your church’s AOIs should also tell the world who has the authority to accept service of process in the event they need to sue your church. The registered agent is the person or entity that can accept the complaint filed against your church and the summons directing it to file an answer or be subject to a default judgment. Some churches designate a trustee as their registered agent. A volunteer should never be the registered agent. Too much is at stake. Many churches designate a pastor as the registered agent, but the church must remember to amend their AOIs if the pastor resigns or retires. In the business world, most reputable companies hire a registered agent that is an independent third party or the church’s lawyer. This is probably the best practice for churches too.
The last component of your church’s AOIs is a statement of basic governance. Is your church governed by an elder board or is it more congregational? Or is there a diocese or other office that your church reports to? The world needs to know all of these things, the specifics of which will be spelled out in your bylaws. It suffices to have a simple, one sentence statement of how your church will be governed in the AOIs.
One of the first things we look for at Church General Counsel when we take on a new client is the church's articles of incorporation. We can recommend a variety of changes to the church's articles if any are needed. We can serve as your church's registered agent for no additional fee.
Church General Counsel Managing Attorney Josh Bryant, J.D., M.Div., authors most of the posts in this section. From time to time, he will post articles from others in the field of church growth, administration, and operations.