The Nonprofit FAQ

Can we re-incorporate in another state?

L wrote to [email protected] (see http://www.rain.org/mailman/listinfo/nonprofit): The non-organization which I belong to has recently found it necessary to incorporate in a different state. Sandy Deja, author of "Prepare Your Own 501(c)(3) Application" an ebook for lay people - http://www.501c3book.com/, responded with this comment on June 16, 2004: I'd like to call your attention to an IRS pitfall for the unwary. In Revenue Ruling 67-390, the IRS described its procedures when an exempt organization incorporated under the laws of one state was reincorporated under the laws of another state with no change in its purposes: "...a new legal entity has been created. Each new entity must establish its exemption...[and]...must file an application for exemption to establish that the new entity qualifies for exemption under the Code and applicable regulations." You can view the whole text of Revenue Ruling 67-390 on the Internet: http://www.taxlinks.com/rulings/findinglist/revrulmaster.htm The first two digits indicate the year the Revenue Ruling was published. Click on the year at the top of the finding list page. I believe the IRS ACT Advisory Committee recommended that the IRS create a streamlined procedure for organizations in this situation, but I do not believe the IRS has done so yet. Posted 6/16/04 -- PB