A nonprofit is organized under state law as either a corporation or an unincorporated association. A corporation, the most common structure, has strict organizational, reporting and registration requirements. An unincorporated association is an informal group of two or more people working for social good. For both forms, changing the nonprofit organization's name requires the approval of the people who run the nonprofit or its members. A name change can have repercussions that affect donors and fundraising.
A nonprofit's name cannot be changed until the people running the nonprofit establish the authority to do so. The process varies depending on the type of nonprofit and rules set forth in its bylaws. For a nonprofit corporation, this means obtaining permission from the board of directors. For an unincorporated association or membership-based nonprofit corporation, this may mean obtaining a majority vote of the membership.
Before changing its name, the nonprofit should make sure that the new name is available. A nonprofit should check the U.S. Patent and Trademark Office's free trademark database and corporations database for its state, usually by contacting the Secretary of State's office. Finally, the nonprofit should search fictitious name (or "Doing Business As") databases in its region to make sure non-trademarked versions of the name are not already in use.
Amending State Filings
The next step for a nonprofit corporation is to amend its articles of incorporation to reflect the new name. These articles have different requirements depending on the state. For example, in Georgia, amending a nonprofit name requires including the old and new names on the amended articles, date of adoption, a statement that the amendment was voted on and approved, and a published notice of the name change. In contrast, an unincorporated association may have an easier time with changing its name, but the association must still amend any required state filings and its internal documents.
A nonprofit must notify the IRS of its name change, particularly if the nonprofit has tax-exempt status. In most cases, this is done by submitting the state's confirmation of the name change to the IRS along with the nonprofit's federal tax ID number and exemption details. This name change notification must also be signed by a corporate officer. Nonprofit corporations must specifically note the change on their current year's tax return by marking the name change box on Form 1120 or 1120S.
With features published by media such as Business Week and Fox News, Stephanie Dube Dwilson is an accomplished writer with a law degree and a master's in science and technology journalism. She has written for law firms, public relations and marketing agencies, science and technology websites, and business magazines.