JAMES C. KIRKPATRICK STATE INFORMATION CENTER (573) 751-4936 JOHN R. ASHCROFT DOMESTIC NONPROFIT INSTRUCTION SHEET SECRETARY OF STATE STATE OF MISSOURI CORPORATIONS (573) 751-4153 We hope the following information will be helpful when you organize a Nonprofit Corporation under Chapter 355 RSMo. DO NOT confuse this type of corporation with the Pro Forma Corporation or Benevolent Associations formed through the Circuit Courts under Chapter 352, RSMo. · The purposes for which a Nonprofit corporation may be organized are in section 355.025 RSMo. · Each corporation may have a president and/or chairman, secretary and treasurer. The same individual may simultaneously hold more than one office. At least three directors are required. · These forms must be submitted, with original signatures. · All Nonprofit corporations must file an annual report each year listing their officers and directors. This report is due by August 31st. The corporation will not remain in good standing if the report is not filed. The following instructions are for use with our forms. If the requirements of the law are not met, or if any blanks are not completed, it may be necessary for us to return the forms for correction. Article 1: The name of the corporation must be distinguishable upon the records of the Secretary of State from any other domestic/foreign corporation, domestic/foreign limited partnership, limited liability partnership, limited liability limited partnership, name reservation or domestic/foreign limited liability company registered to do business in the state of Missouri. Article 2: Indicate whether the corporation is a public or mutual benefit corporation, pursuant to Section 355.881, RSMo. This designation can be determined as follows: A. Any corporation which is designated (public benefit or mutual benefit) by statute is that type of corporation. B. Any corporation organized primarily or exclusively for religious purposes is a public benefit corporation, unless a statute designates otherwise. C. Any corporation which does not come within A or B above, but which is recognized as exempt under section 501(c)(3) of the Internal Revenue Code is a public benefit corporation. D. Any corporation which does not come within A, B or C above, but which is organized for public or charitable purposes which upon dissolution must distribute its assets to: (1) A public benefit corporation, or (2) The United States, or (3) A state, or (4) A person that is exempt under 501(c)(3), is a public benefit corporation. E. If the corporation does not come under sections A,B,C, or D above, is a mutual benefit corporation. James C. Kirkpatrick State Information Center 600 W. Main Street · Jefferson City 65101 Administrative Rules · Business Services · Elections · Publications · Securities · State Archives · State Library · Wolfner Library American LegalNet, Inc. www.FormsWorkFlow.com Article 3: The duration or life of the corporation will be perpetual, unless otherwise stated. Article 4: Each corporation must appoint and maintain a registered agent and address in Missouri. The registered address must include a physical address such as a street, route or highway number. A post office box alone is not acceptable. Article 5: The law requires a minimum of one (1) incorporator, who must be a natural person of age 18 or older. Article 6: Indicate whether or not the corporation will have members. Article 8: State the purpose for the corporation. Article 7: The corporation must provide for the distribution of its assets upon dissolution according to sections 355.661 through 355.746. Article 9: State the effective date of the filing if other than the date filed; the date filed will be the default date. The incorporation fee is $25.00 with a check made payable to the "Director of Revenue." Necessary papers and fee should be mailed to: Secretary of State Corporation Division PO Box 778 Jefferson City, MO 65102 If we may be of assistance, please feel free to contact us toll-free at (866) 223-6535. Sincerely, John R. Ashcroft Secretary of State Ltr. 5 (01/2017) American LegalNet, Inc. www.FormsWorkFlow.com State of Missouri Corporations Division PO Box 778 / 600 W. Main St., Rm. 322 Jefferson City, MO 65102 John R. Ashcroft, Secretary of State The undersigned natural person(s) of the age of eighteen years or more for the purpose of forming a corporation under the Missouri Nonprofit Corporation Act adopt the following Articles of Incorporation: 1. The name of the corporation is 2. This corporation is a Benefit Corporation. "Perpetual" unless stated otherwise Articles of Incorporation of a Nonprofit Corporation (Submit with a filing fee of $25.00) 3. The period of duration of the corporation is Public or Mutual 4. The name and street address of the Registered Agent and Registered Office in Missouri is: 5. The name(s) and address(es) of each incorporator: Name Address City/State/Zip 6. Will the corporation have members? 7. The assets of the corporation will be distributed on dissolution as follows: 8. The corporation is formed for the following purpose(s): 9. The effective date of this document is the date it is filed by the Secretary of State of Missouri unless a future date is otherwise indicated: (Date may not be more than 90 days after the filing date in this Office) (Please see next page) YES NO Name and address to return filed document: Name: Address: City, State, and Zip Code: Corp. 52 (01/2017) American LegalNet, Inc. www.FormsWorkFlow.com In Affirmation thereof, the facts stated above are true and correct: (The undersigned understands that false statements made in this filing are subject to the penalties provided under Section 575.040, RSMo) Must be signed by all Incorporator(s): Signature Printed Name Date Signed Corp. 52 (01/2017) American LegalNet, Inc. www.FormsWorkFlow.com