Corporations must be formed under the enabling legislation of a state or the federal government, since corporations may lawfully exist only by consent or grant of the sovereign. Therefore, in drafting pre-incorporation agreements and other instruments preliminary to incorporation, the drafter must become familiar with and follow the particular statutes under which the corporation is to be formed.
Minnesota Resolution to Incorporate as Nonprofit Corporation by Members of a Church operating as an Unincorporated Association The Minnesota Resolution to Incorporate as a Nonprofit Corporation by Members of a Church operating as an Unincorporated Association is a legal document that outlines the process by which a church operating as an unincorporated association can incorporate as a nonprofit corporation in the state of Minnesota. When a church operates as an unincorporated association, it means that it does not have a separate legal entity from its members. This can present certain challenges and limitations, particularly when it comes to liability protection and legal recognition. Incorporating as a nonprofit corporation can provide numerous benefits to a church, including limited liability protection, tax-exempt status, and the ability to enter into contracts and own property in its own name. The resolution to incorporate as a nonprofit corporation must be adopted by the members of the church operating as an unincorporated association. This resolution typically includes important details such as the name of the corporation, the principal place of business, the purpose of the corporation, and the initial board of directors. In Minnesota, there are different types of resolutions to incorporate as a nonprofit corporation. These include: 1. Minnesota Resolution to Incorporate as Nonprofit Corporation — This is a general resolution to incorporate as a nonprofit corporation and is applicable to any church operating as an unincorporated association seeking to gain the advantages of incorporation. 2. Minnesota Resolution to Incorporate as Nonprofit Corporation with 501(c)(3) Status — This resolution includes specific language related to obtaining 501(c)(3) tax-exempt status from the Internal Revenue Service (IRS). This status allows the church to receive tax-deductible donations and exempts it from certain federal taxes. 3. Minnesota Resolution to Incorporate as Nonprofit Corporation for Religious Organizations — This resolution is tailored specifically for churches and religious organizations seeking to incorporate in Minnesota. It may include additional provisions related to religious practices, doctrines, and governance. It is important to note that the process of incorporating as a nonprofit corporation in Minnesota involves more steps than simply adopting a resolution. Furthermore, it typically requires filing the appropriate paperwork with the Minnesota Secretary of State, drafting bylaws, and obtaining a federal Employer Identification Number (EIN) from the IRS. Furthermore, it is recommended to seek legal advice or consult with an attorney familiar with nonprofit law to ensure compliance with all the necessary requirements. In conclusion, the Minnesota Resolution to Incorporate as a Nonprofit Corporation by Members of a Church operating as an Unincorporated Association enables a church to transition from an unincorporated association to a formal legal entity, providing various benefits such as limited liability protection and tax-exempt status. By adopting the appropriate resolution, a church can begin the process of incorporation and enjoy the advantages that come with it.
