Nonprofit Formation

Nonprofit Organizations: What They Are and How They Work

By Mark J. Henderson, Business Formation Specialist, FormationHubPublished Updated
Nonprofit organizations explained - business formation documents

Nonprofit organizations are groups formed to serve a mission instead of to make anyone rich. They can earn money, hold property and pay staff. The one thing they cannot do is pay their surplus out to owners, because they do not have any.

That single rule explains nearly everything else. It also explains the confusion most people hit first: nonprofit is a status your state gives the entity, while tax exemption is a separate IRS decision. Two governments, two steps.

Below: what a nonprofit organization is, who owns it, the main types, how nonprofit organizations get funded and governed, how one is formed, and whether an LLC can be one.

Key Takeaways

  • Nobody owns a nonprofit, because a nonprofit corporation issues no stock.
  • Earning a surplus is allowed. Handing it to insiders is what the law forbids.
  • Incorporating with your state and getting tax exempt status from the IRS are two separate steps.
  • Only some types accept tax deductible donations, and 501(c)(3) is the main one.
  • Running your project under an existing charity can save you from forming anything.

What Is a Nonprofit Organization?

A nonprofit organization is a group formed to serve a mission rather than to enrich anyone. It can earn money, hold assets and pay salaries. What it cannot do is hand its surplus to owners, because it has none. The IRS calls that rule inurement, and it is the line that defines the category.

What is the goal of a nonprofit organization, then? Whatever purpose it was created for: feeding people, running an animal rescue, funding research, keeping a chamber alive. Making money is not the goal, though it is not forbidden either. A food bank that takes in more than it spends has done nothing wrong: the difference goes back into feeding people.

That is why the nonprofit sector looks so varied. Nonprofit organizations include cathedrals and community theaters, hospitals and youth soccer leagues.

Who Owns a Nonprofit Organization?

Nonprofit founder taking notes beside folders of incorporation paperwork

Nobody. Nonprofit organizations have no owners, because a nonprofit corporation is a non-stock corporation: there are no shares to issue and no shareholders to own them. A board of directors governs it and answers to the mission and the public instead of to owners. If it closes, whatever is left goes to another exempt organization, not to the founders.

Is a nonprofit a corporation? Usually yes. Most are formed as a nonprofit corporation under a state nonprofit statute, though small informal groups can stay unincorporated associations. What is a nonprofit corporation next to a regular one? The same paperwork, the same state office, one difference: no stock, so nothing to own.

How Does a CEO of a Nonprofit Get Paid?

Out of the budget, like anyone else. A fair salary for work performed is a normal expense, and big organizations compete for talent the way companies do. What the exemption forbids is distributing surplus to insiders. That difference is public: pay appears on the annual Form 990 anyone can read.

Nonprofit vs For Profit vs Not for Profit vs NGO

Three of those four labels get used interchangeably, and only one changes anything.

QuestionNonprofitFor Profit
Who owns itNo oneShareholders or members
Where the surplus goesBack into the missionOut to the owners
Who it answers toA board, the state, the publicIts owners

Not for Profit vs Nonprofit

In everyday American usage these two labels mean the same thing, and no federal filing asks you to choose between them. The IRS sorts organizations by their subsection of section 501(c), not by the word on the letterhead. Some reserve the longer phrase for member clubs, but that is a habit, not a legal category.

NGO vs Nonprofit

Abroad, the same kind of group is usually called a non governmental organization. The term is standard at the United Nations and in international development, and it signals independence from government rather than a different tax status. In the United States it carries no legal meaning.

What Are the Main Types of Nonprofit Organizations?

Founder researching nonprofit requirements on a laptop with an open notebook

Most people meet four. A 501(c)(3) is the charity that can receive deductible donations. A 501(c)(4) is a social welfare group that may lobby freely. A 501(c)(6) is a business league such as a chamber of commerce. A 527 exists to influence elections. The label changes what the organization may do.

TypeFormed forWhat it may do politically
501(c)(3)Charitable, religious, educational workNo candidate campaigning, and only limited lobbying
501(c)(4)Social welfare and civic groupsMay lobby freely, campaigning restricted
501(c)(6)Business leagues and chambersMay lobby for its industry
527Political organizationsExists to influence elections

That last column matters, because "nonprofits cannot be political" is a widely repeated half truth. The campaign prohibition is a 501(c)(3) rule, not a rule for every exempt organization.

Is a foundation a nonprofit? Yes, usually a 501(c)(3). The IRS splits that subsection into public charities, funded by many donors, and private foundations, funded by one family or company. Foundations follow stricter payout rules.

Nonprofit Organizations You Already Know

The range is easiest to feel through nonprofit examples you already know.

Is Goodwill nonprofit? Yes. It is not one company but a network of about 155 independent 501(c)(3) organizations.

Is the NFL a nonprofit? Not anymore. The league office held 501(c)(6) status, the business league category, from 1942 until it gave that up in April 2015. The teams always paid tax. It is the cleanest reminder that nonprofit does not mean charity, and that a gift to an exempt organization is not automatically deductible.

How Are Nonprofit Organizations Funded and Run?

They are funded by donations, grants, membership dues and revenue earned from their own programs. Charging for services is allowed. A volunteer board of directors runs the organization under written bylaws, and most exempt organizations file a public Form 990 each year that shows where the money went.

Learning how to run a nonprofit is mostly running two systems at once: the fundraising side brings money in, the governance side proves it was used properly.

The nonprofit board of directors is the accountability mechanism that replaces owners. It hires the executive, approves the budget, and owes a legal duty to the mission, not to any individual. Nonprofit bylaws are the written rules: how directors are elected, how long they serve, how conflicts get handled.

Form 990 is the public receipt, due on the 15th day of the fifth month after the tax year ends, which is May 15 for organizations on a calendar year.

How Nonprofit Organizations Are Formed

Two steps, two governments, in this order.

Your state creates the entity. The articles of incorporation nonprofit founders file are usually short: the name, the purpose, a registered agent, and the dissolution clause the IRS looks for later. Fees vary, so the current figure comes from your state filing office.

The IRS then decides on exemption. That is a separate application, most often Form 1023, and approval is what makes donations deductible. The full sequence is in how to start a nonprofit, and the form itself in the 501c3 application.

Can I start a nonprofit by myself? To file, usually yes. To operate, not really: states set a minimum number of directors, and the IRS expects a real board rather than one person holding every role.

There is also a route most guides skip. Under nonprofit fiscal sponsorship, an established 501(c)(3) hosts your project under its own exemption, takes deductible donations for it, and handles compliance. For a food drive or a first season, that can be the difference between starting this month and spending a year on paperwork.

Can an LLC Be a Nonprofit?

Generally not in the way people mean it. An LLC has members who own it, and ownership is the one thing tax exemption forbids. There is a narrow exception: the IRS can treat an LLC as exempt when every member is itself a 501(c)(3) or a government unit. For a normal founder, the nonprofit corporation is the route.

If that answer pushes you the other way, that is useful too. Plenty of people look at what they are building and realize it is a business with a good cause attached. If so, how to start an LLC is the better path.

Before You File

Most nonprofit organizations start with one honest decision: whether this needs to be its own entity at all, or whether a fiscal sponsor can carry it for a year. Either way, an EIN comes early, because a nonprofit needs one to open a bank account and to apply for exemption. Get your nonprofit's EIN through FormationHub.

Disclaimer: FormationHub is not a law firm or an accounting firm, and this article is general information, not legal or tax advice. Filing fees, processing times, and state requirements change. Confirm the current requirements with your state's filing office or the IRS before you file, and talk to a licensed attorney or CPA about your specific situation.

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Frequently Asked Questions

Is Nonprofit One Word, or Is It Hyphenated?
Both spellings are correct and neither changes anything legally. Most American style guides and the IRS write it as one word, so that is the safer default. Non-profit is standard British usage and common in older US documents.
How Much Does It Cost to Start a Nonprofit?
Two separate costs. The IRS user fee is $600 for Form 1023 and $275 for the streamlined Form 1023-EZ. Your state charges its own incorporation fee on top, and that figure varies, so check your state's filing office for the current amount.
How Many Board Members Are Required for a Nonprofit?
State law sets the minimum, not the IRS, so the number depends on where you incorporate and your state's filing office publishes it. The IRS applies a [facts and circumstances](https://www.irs.gov/pub/irs-tege/governance_practices.pdf) view instead, weighing whether the board is genuinely independent, so unrelated directors help.
Is Not for Profit the Same as Nonprofit?
In practice, yes. Both describe an organization that cannot distribute its surplus to owners. The IRS classifies by 501(c) subsection rather than by either label, so nothing in a filing turns on which word an organization uses.
What Type of Corporation Is a Nonprofit?
A non-stock corporation, formed under a state nonprofit corporation statute. It has no shareholders and issues no shares, which is exactly why nobody can own it. Members or a self perpetuating board elect the directors.