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This question is about creating a non-profit with (for now) just myself as a board member.

Information at the IRS website for registering a non-profit corporation includes this page with suggested language for the AoI ("Articles of Incorporation").

The first paragraph in the provided example AoI says:

Articles of Incorporation of ____. The undersigned, a majority of whom are citizens of the United States, desiring to form a Non-Profit Corporation under the Non-Profit Corporation Law

(emphasis added)

I wanted to start a 501(c)(3) non-profit that can accept contributions for supporting causes that I care about. I live in USA but I am currently not a U.S. citizen but a 'green card' holder.

I know that I am able to register a corporation (such as LLC) in the State I live in.

What I am uncertain about in this case, because of that sample text, are the federal requirements for registering the corporation as a non-profit.

In order to be able to register as a non-profit, do I need to be a U.S. citizen?

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    FWIW, for clarity, there are two distinct steps. One is formation of an entity under state law which is governed by state law. The other is having the IRS acknowledge the non-profit status of the state law entity, which comes second. – ohwilleke Feb 20 '18 at 16:24
  • This is a good question and I going to refrain from answering it until I research it a bit. There is a tax law distinction between a domestic charity (which gets both an income and estate tax deduction) and a foreign charity (which only gets an estate tax deduction). But, non-profits don't usually have owners and don't have to have members, so it doesn't make sense that there should be a distinction between the two on that basis. Also an incorporator could be the lawyer drafting the paperwork, e.g., and not the people who work for or control the non-profit going forward. – ohwilleke Feb 20 '18 at 17:28
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No, so long as the "Undersigned" are 51% or more U.S. Citizens (Simple Majority), though they may require more than 51% (60%, 66%, and 75% are common bench marks). Near as I can tell, your board does not have to be entirely majority U.S. Citizens but this is an application of State Law for incorporation laws, rather than Federal, in so far as I can find on the short notice.

  • The law in my state (Florida) does not require an individual to be a U.S. citizen in order to register a corporation by themselves. Anyway (I apologize as this was not very clear from my question), so this means that if I wanted to register it as a non-profit just by myself, I would first have to become a U.S. citizen? – Dee Feb 20 '18 at 16:11
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    @Dee a simpler solution than becoming a US citizen would be to ask two US-citizen friends to set up the company with you. Their involvement would not need to be very significant or time consuming. – phoog Feb 20 '18 at 20:31
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    This fashion for defining a simple majority in terms of 51% is vexing. For any odd number greater than 50 or even number greater than 100, it's possible to have a majority that is smaller than 51%. The definition of simple majority is "more than half," which is equivalent to "more than 50%," and other definitions are just confusing. Also, do you actually know of a state that has a citizenship requirement for those forming corporations under the state's laws? The two I checked did not. – phoog Feb 20 '18 at 20:50

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