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LawHelpNow
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As per US law,the State wise requirement for minimum no.of

Customer Question

As per US law,the State wise requirement for minimum no.of directors directors on the board of a nonprofit organization is only 1 for a few states like Washington,Virginia,Maryland,Iowa,Delaware etc.Does that mean that an individual can open a non profit organization and be the sole owner of it and play the role of a founder,officer as well as a director or all three together?
Submitted: 3 years ago.
Category: Business Law
Expert:  Thomas McJD replied 3 years ago.

Hi, I will be happy to assist you, and it is my goal to make you a very satisfied customer! This may take a few minutes, so thanks for your patience.

 

It will vary from state to state whether the same person can hold multiple positions within the non-profit. Does your question pertain to the laws of a particular state (the state where the company would be created and maintained)?

Customer: replied 3 years ago.

Yes my question is that if an individual incorporates and maintains a non profit in any one of the particular states that I mentioned previously which require only one director to form it as per state laws,he being the sole owner,director,officer,founder of the non profit organization.What would be the state and IRS law regarding that in those particular states?

Expert:  Thomas McJD replied 3 years ago.

Again, it's going to depend on the laws of each state, which vary. Each of those states may allow a board to be only a single individual. However, the laws may also require that the same person cannot be President and Secretary (for example).

 

In Delaware, the same person could be member, director and officer.

In Washington, the same person cannot be President and Secretary.

 

http://apps.leg.wa.gov/rcw/default.aspx?cite=24.03.125

 

In Virginia, the same person can hold all those positions.

 

In Maryland, the same person cannot be both president and vice-president (although only the offices of president, secretary and treasurer are required.

 

In Iowa, the same person may hold all those positions.

 

The IRS doesn't have laws that pertain to members, officers and directors of a nonprofit corporation. Those matters are controlled by state law. However, for some charitable organizations that are tax exempt, certain decisions must be removed from the members to maintain tax-exempt status. That really is a completely separate matter that is quite complicated and cannot be answered without a specific corporation in mind.

Customer: replied 3 years ago.

Sir I need a little more detailed explanation.Can an individual open a non profit charitable organization which would qualify under Section 501(C)3 with a tax exempt status from Delaware/Virginia and be a member,officer,director of the same.What would be the federal law governing this kind of a corporation where an individual wants to do charity without involving any other people in it and wants to be the sole owner of the corporation.Please clarify in detail.

Expert:  Thomas McJD replied 3 years ago.
That, as noted, is really quite a complicated matter and I unfortunately do not have time to assist you via this forum. So, I will opt out and allow another expert to assist you. Thanks for your patience.
Expert:  LawHelpNow replied 3 years ago.
Hello,
Happy to help out if possible.
I do have experience with these matters.
Can you please clarify for which state (of those mentioned) you need the information?
Thanks!
Ben, J.D.
P.S. I'm stepping away from my computer shortly to attend a meeting, but I'll be back online later this evening. You have my word that I'll be sure to check back for any updated word from you.
Customer: replied 3 years ago.

Basically Sir I am looking to open a charitable non profit corporation with a tax exempt status under section 501(C)3 without having to involve other directors/officers etc.Few states like Virginia/Delaware/Iowa have an option as per state law where one individual can be an officer/director/member of the non profit as answered by TMcJD .If I incorporate from any of these states,can I be the sole owner of the non profit and still get a 501C3 approval from the IRS for my charitable cause in any of the above mentioned States or would I still require a minimum of 3 people to open the non profit to get a tax exempt status.

Expert:  LawHelpNow replied 3 years ago.

Hello,


My name is Ben. I'm a licensed attorney. Glad to try and help out.

Please allow me to wish you every success with your venture!

It all makes perfect sense now. Thanks for writing back. I do appreciate your patience in providing the additional explanation.

I'm pleased to share some good news with you. The law does indeed allow for what you're described. In other words, form your non-profit entity pursuant to state law (i.e. in one of the handful allowing for a sole director), and then received recognition pursuant to federal law, namely Internal Revenue Code §501(c)(3). Meet the substantive state law requirements for corporate formation first, and you're good to apply for federal characterization.


If you have a follow-up question or need clarification, please just say the word by using "reply" to reach me.


I hope all works out for you.

Take care,

Ben, J.D.

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