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Article Guide

The CSCL/CD-502 form plays a crucial role in establishing domestic nonprofit corporations in Michigan. This document allows individuals to formally register their organization by providing essential details such as the corporation's name, purpose, and structure. Typically required under the provisions of Act 162, this form ensures compliance with state regulations. Notably, the CSCL/CD-502 captures information about the corporation's stock or nonstock status, as well as its real and personal property assets. It also designates a resident agent who will act as the corporation's official point of contact. Incorporators must sign the form, affirming their commitment to the establishment. Additionally, the form includes space for any required articles or amendments, reflecting the dynamic nature of organizational needs. It is important to submit this document alongside the necessary filing fee, which facilitates the processing and legal recognition of the corporation. The clarity and structure of the CSCL/CD-502 help streamline the incorporation process, making it an essential tool for those looking to create a nonprofit entity that serves a public interest.

Form Sample

CSCL/CD-502 (Rev. 09/21)

MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS CORPORATIONS, SECURITIES & COMMERCIAL LICENSING BUREAU

Date Received

 

(FOR BUREAU USE ONLY)

AC1

 

 

 

This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.

Name

Address

City

State

ZIP Code

EFFECTIVE DATE:

Document will be returned to the name and address you enter above.

If left blank, document will be returned to the registered office.

ARTICLES OF INCORPORATION

For use by Domestic Nonprofit Corporations

(Please read information and instructions on the last page)

Pursuant to the provisions of Act 162, Public Acts of 1982, the undersigned corporation executes the following Articles:

ARTICLE I

The name of the corporation is:

ARTICLE II

The purpose or purposes for which the corporation is formed are:

ARTICLE III

1. The corporation is formed upon a

 

basis.

(Stock or Nonstock)

2. If formed on a stock basis, the total number of shares the corporation has authority to issue is

. If the shares are or are to be divided into

classes, the designation of each class, the number of shares in each class, and the relative rights, preferences and limitations of the shares of each class to the extent that the designations, numbers, relative rights, preferences, and limitations have been determined are as follows:

ARTICLE III (cont.)

3.a. If formed on a nonstock basis, the description and value of its real property assets are: (if none, insert "none")

b.The description and value of its personal property assets are: (if none, insert "none")

c.The corporation is to be financed under the following general plan:

d. The corporation is formed on a

 

basis.

 

(Membership or Directorship)

ARTICLE IV

1.The name of the resident agent at the registered office is:

2.The address of its registered office in Michigan is:

 

 

, Michigan

 

(Street Address)

(City)

 

(ZIP Code)

3. The mailing address of the registered office in Michigan if different than above:

 

 

, Michigan

 

(Street Address or PO Box)

(City)

 

(ZIP Code)

ARTICLE V

The name(s) and address(es) of the incorporator(s) is (are) as follows:

Name

Residence or Business Address

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Use space below for additional Articles or for continuation of previous Articles. Please identify any Article being continued or added. Attach additional pages if needed.

I, (We), the incorporator(s) sign my (our) name(s) this

 

 

 

day of

 

,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preparer's Name

Business Telephone Number (

)

 

 

 

INFORMATION AND INSTRUCTIONS

1.This form may be used to draft your Articles of Incorporation. A document required or permitted to be filed under the act cannot be filed unless it contains the minimum information required by the act. The format provided contains only the minimal information required to make the document fileable and may not meet your needs. This is a legal document and agency staff cannot provide legal advice.

2.Submit one original of this document. Upon filing, the document will be added to the records of the Corporations, Securities & Commercial Licensing Bureau. The original will be returned to your registered office address, unless you enter a different address in the box on the front of this document.

Since this document will be maintained on electronic format, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected.

3.This document is to be used pursuant to the provisions of Act 162, P.A. of 1982, by one or more persons for the purpose of

forming a domestic nonprofit corporation.

4 . Article II - The purpose for which the corporation is formed must be included. It is not sufficient to state that the corporation may engage in any activity within the purpose for which corporations may be formed under the Act.

5.Article III - The corporation must be formed on a stock or nonstock basis. Complete Article III(2) or III(3) as appropriate, but not both. Real property assets are items such as land and buildings. Personal property assets are items such as cash, equipment, fixtures, etc. The dollar value and description must be included. If there is no real and/or personal property, write in "none".

6.A domestic nonprofit corporation may be formed on either a membership or directorship basis. A membership corporation entitles the members to vote in determining corporate action. If formed on a directorship basis, the corporation may have members but they may not vote and corporate action is determined by the Board of Directors.

7.Article IV - A post office box may not be designated as the address of the registered office.

8.Article V - The Act requires one or more incorporators. Educational corporations are required to have at least three (3) incorporators. The address(es) should include a street number and name (or other designation), city and state.

9.This document is effective on the date endorsed "filed" by the Bureau. A later effective date, no more than 90 days after

the date of delivery, may be stated as an additional article.

10.The Articles must be signed in ink by each incorporator listed in Article V. However, if there are 3 or more incorporators,

they may, by resolution adopted at the organizational meeting by a written instrument, designate one of them to sign the Articles of Incorporation on behalf of all of them. In such event, these Articles of Incorporation must be accompanied by a copy of the resolution duly certified by the acting secretary at the organizational meeting and a statement must be placed in the articles incorporating that resolution into them.

11.FEES: Make remittance payable to the State of Michigan. Include corporation name on check or money order.

FILING AND FRANCHISE FEE

$20.00

Veterans: Pursuant to MCL 450.3060(5), if a majority of the initial members of a membership corporation, initial directors of a directorship corporation, or initial shareholders of a stock corporation, as applicable, are, or if applicable the initial members, initial directors, or initial shareholders will be, individuals who served in the armed forces and were separated from that service with an honorable character of service or under honorable conditions (general) character of service, you may contact the Corporations Division regarding a fee waiver.

Submit with check or money order by mail:

Michigan Department of Licensing and Regulatory Affairs Corporations, Securities & Commercial Licensing Bureau Corporations Division

P.O. Box 30054 Lansing, MI 48909

To submit in person:

2407 N Grand River Ave

Lansing, MI 48906

Telephone: (517) 241-6470

Fees may be paid by check, money order, VISA, MasterCard, American Express or Discover when delivered in person to our office.

COFS (Corporations Online Filings System):

This document may be completed and submitted online at www.michigan.gov/corpfileonline. Fees may be paid by VISA, MasterCard, American Express or Discover.

Documents that are endorsed filed are available at www.michigan.gov/corpentitysearch. If the submitted document is not fileable, the notice of refusal to file and document will be available at the Rejected Filings Search website at www.michigan.gov/corprejectedsearch.

LARA is an equal opportunity employer/program. Auxiliary aids, services and other reasonable accommodations are available upon request to individuals with disabilities.

Optional expedited service.

Expedited review and filing, if fileable, is available for all documents for profit corporations, limited liability companies, limited partnerships and nonprofit corporations.

The nonrefundable expedited service fee is in addition to the regular fees applicable to the specific document.

Please complete a separate CSCL/CD-272 form for expedited service for each document submitted in person or by mail.

24-hour service - $50 for formation documents and applications for certificate of authority.

24-hour service - $100 for any document concerning an existing entity.

Same day service

Same day - $100 for formation documents and applications for certificate of authority.

Same day - $200 for any document concerning an existing entity.

Review completed on day of receipt. Document and request for same day expedited service must be received by 1 p.m. EST OR EDT.

Two hour - $500

Review completed within two hours on day of receipt. Document and request for two hour expedited service must be received by 3 p.m. EST OR EDT.

One hour - $1000

Review completed within one hour on day of receipt. Document and request for 1 hour expedited service must be received by 4 p.m. EST OR EDT.

Documents submitted by mail are delivered to a remote location for receipts processing and are then forwarded to the Corporations Division for review. Day of receipt for mailed expedited service requests is the day the Corporations Division receives the request.

Rev. 09/21

Document Specifications

Fact Name Fact Description
Effective Date The CSCL/CD-502 document is effective on the date it is filed. However, a different effective date can be specified within 90 days of receipt.
Purpose of the Form This form is used to establish Articles of Incorporation for Domestic Nonprofit Corporations in Michigan.
Governing Law The filing of this form is governed by Act 162, Public Acts of 1982.
Incorporator Requirements At least one incorporator must be named in Article V. For educational corporations, a minimum of three incorporators is required.
Asset Disclosure Article III requires the incorporation of a description and value of real and personal property assets, or to state "none" if applicable.
Filing Fees The standard filing and franchise fee for this document is $20. A fee waiver may be available for veterans under certain conditions.
Submission Methods Documents can be submitted by mail or in person. Online submission is also available through the Corporations Online Filings System.

Steps to Filling Out Cscl Cd 502

To successfully complete the CSCL CD 502 form, you will need to provide essential information about your nonprofit corporation. The process is straightforward, and it is important to ensure that all required fields are filled out accurately. Following these steps will guide you through the form, leading to proper filing with the state.

  1. Begin with the date received: This is for bureau use only, so you can leave this section blank.
  2. Enter the corporation's name: Fill in the exact name you wish to register for your nonprofit corporation.
  3. Provide the address: Include the street address, city, state, and ZIP code where the corporation is located.
  4. Specify the effective date: Indicate the date you want the document to be effective. If no date is provided, it will be effective upon filing.
  5. Describe the corporation's purpose: Clearly state the purpose or purposes for which your nonprofit corporation is formed.
  6. Indicate if the corporation is stock or nonstock: Check the appropriate box and provide details as necessary.
  7. Complete the asset descriptions: List the real property assets and their values. Include personal property assets, or write "none" if applicable.
  8. Provide financing information: Outline how the corporation will be financed.
  9. Name the resident agent: Enter the name of the individual who will act as the resident agent at the registered office.
  10. Provide the address of the registered office: Include a street address in Michigan, along with the city and ZIP code. A P.O. Box cannot be used.
  11. List the mailing address: If different from the registered office, fill in the mailing address including the street, city, and ZIP code.
  12. Name the incorporators: List the names and addresses of the incorporators involved in establishing the corporation.
  13. Additional Articles: Use the provided space to include any additional Articles or to continue previous Articles, if necessary.
  14. Sign the document: Each incorporator must sign the form, noting the date of signing.
  15. Preparer’s details: If someone else prepared the form, include their name and business telephone number.

After completing the form, be sure to review all entries for accuracy before submitting it to the designated office. Once submitted, the document will be filed, and you will receive confirmation of filing at the address you provided.

More About Cscl Cd 502

What is the Cscl Cd 502 form used for?

The Cscl Cd 502 form is used to file the Articles of Incorporation for Domestic Nonprofit Corporations in Michigan. This legal document establishes a nonprofit corporation's existence under state law and outlines its name, purpose, structure, and management.

What information is required to complete the form?

You must provide several key details, including the corporation's name, purpose, structure (stock or nonstock), information on the resident agent, the registered office address, and the names and addresses of the incorporators. Additional specifics about property assets and the financing plan are also required, depending on the corporation's structure.

How do I submit the Cscl Cd 502 form?

Submit one original paper copy of the form to the Michigan Department of Licensing and Regulatory Affairs. You can mail it to their office in Lansing or submit it in person. If you choose to submit it online, visit the Corporations Online Filings System at www.michigan.gov/corpfileonline.

What is the filing fee for the Cscl Cd 502 form?

The standard filing fee is $20. However, if the majority of the initial members or directors are veterans with honorable service, a fee waiver may be available. Contact the Corporations Division for more details regarding this potential exemption.

Can I specify an effective date for the corporation?

The form becomes effective on the date it is filed unless you specify a different effective date within 90 days after the receipt date. Make sure to clearly indicate this date if needed to avoid any confusion.

What happens if the form is not filled out correctly?

If the submitted document lacks the necessary information or is illegible, it will be rejected. You will then receive a notice explaining why the filing was not accepted. This emphasizes the importance of ensuring that all information is complete and clearly presented.

Do I need to sign the form?

Yes, the Articles of Incorporation must be signed in ink by each incorporator. If there are three or more incorporators, one of them may be designated to sign on behalf of all, but this requires an accompanying resolution certifying this decision.

Common mistakes

  1. Leaving sections blank: Failing to complete all required fields on the form can lead to rejection. Ensure that every section is filled out according to the instructions provided.

  2. Inaccurate naming: The name of the corporation must be unique and comply with state requirements. Using an already registered name can delay the filing process.

  3. Improper agent details: Listing a post office box instead of a physical address for the registered office is not allowed. Be sure to provide a complete street address.

  4. Missing purpose statement: The purpose of the corporation must be distinct and specific. A vague statement like "any lawful purpose" is not sufficient.

  5. Failure to indicate stock status: Clearly state whether the corporation is on a stock or nonstock basis. Completing both sections on the form will cause complications.

  6. Incorrect incorporator information: Ensure that the names and addresses of the incorporators are accurate. Incorrect or incomplete information can result in processing delays.

Documents used along the form

The CSCL CD 502 form is essential for forming a domestic nonprofit corporation in Michigan. Along with this primary document, several other forms and documents may be required for a comprehensive filing process. Each of these serves a specific function that supports the establishment and operation of the corporation.

  • Articles of Incorporation: This foundational document outlines the details of the nonprofit corporation. It includes information such as the corporate name, purpose, and structure. The CSCL CD 502 is specifically designed for this purpose.
  • Bylaws: Bylaws govern the internal management of the corporation. They provide rules for meetings, voting procedures, and roles of officers. Having clear bylaws is crucial for smooth operations and compliance.
  • Initial Board of Directors Meeting Minutes: After incorporation, the first meeting is typically held by the board of directors. Minutes from this meeting establish key decisions, such as the approval of bylaws and appointment of officers.
  • Registered Agent Consent Form: This form indicates that the designated registered agent agrees to accept legal documents on behalf of the corporation. It confirms the agent's responsibility and preparedness to receive important communications.
  • Employer Identification Number (EIN) Application: Most nonprofit corporations need an EIN from the IRS for tax purposes. This number is used for various tax filings and to open a bank account in the corporation’s name.
  • State Sales Tax Exemption Application: Nonprofits may be eligible for sales tax exemption in Michigan. This application helps secure that benefit, which can significantly impact the organization's financial operations.
  • 501(c)(3) Tax Exemption Application: For organizations seeking federal tax-exempt status, this IRS form is crucial. Approval grants the nonprofit the ability to receive tax-deductible contributions and exempts it from certain federal taxes.

In summary, while the CSCL CD 502 form is fundamental for incorporation, the additional documents listed above play a vital role in ensuring proper governance, compliance, and operation of a nonprofit entity in Michigan. Collectively, they create a framework that supports the mission and sustainability of the organization.

Similar forms

The Articles of Organization form serves a similar purpose to the CSCL/CD-502 form. It is used to create a limited liability company (LLC) in Michigan. This document outlines the name of the LLC, its duration, purpose, registered agent, and address. Both documents require information on the management structure, yet the Articles of Organization have specific sections for the member-managed or manager-managed structure, which is not applicable in nonprofit corporation filings.

The Certificate of Incorporation is another document that bears similarity to the CSCL/CD-502. This form is used for establishing a corporation and includes the basic details such as the corporation's name, purpose, and registered agent. While the CSCL/CD-502 focuses solely on nonprofit entities, the Certificate of Incorporation can be used for both profit and nonprofit organizations, providing more versatility in its application.

The Bylaws document is essential for governing a corporation, much like the CSCL/CD-502 serves foundational purposes for a nonprofit. Bylaws outline how a corporation will operate, including details on board meetings, elections, and member roles. In contrast, the CSCL/CD-502 strictly lays out the initial formation and legal structure of the nonprofit without delving into internal governance.

The Statement of Information form is particularly relevant as it follows the filing of either the CSCL/CD-502 or Articles of Incorporation. This document updates the state on important details such as the address, officers, and registered agent. It serves to maintain accurate public records, whereas the CSCL/CD-502 acts as the foundational filing for establishing a corporation.

The Annual Report form is required for both nonprofit and for-profit organizations to maintain compliance with state regulations. Similar to the CSCL/CD-502, it provides crucial information about the organization, such as updates on leadership and financial statements. However, the Annual Report focuses on the ongoing status of the entity rather than its initial formation.

The Application for Certificate of Good Standing is a document that certifies an organization is compliant with state requirements. This can be seen as a post-filing document compared to the CSCL/CD-502. While the latter establishes a nonprofit corporation, the Certificate of Good Standing is often required by third parties, such as banks or investors, to ensure the organization is in good standing with the state.

The Nonprofit Registration form is necessary for organizations intending to solicit donations or conduct fundraising. This document is akin to the CSCL/CD-502 in that both are foundational to establishing a nonprofit’s legal status, yet the Nonprofit Registration focuses specifically on fundraising activities and compliance with state fundraising laws.

The Foreign Corporation Application parallels the CSCL/CD-502 for organizations wishing to operate in Michigan but are incorporated in another state. This form allows a foreign nonprofit to register and comply with Michigan regulations, similar to how the CSCL/CD-502 provides the framework for Michigan-based nonprofits to be created.

The Form 990 is required for many nonprofits to report their financial activities to the IRS. Although not a direct comparison to the CSCL/CD-502, Form 990 documents the activities and finances of a nonprofit after its formation. It provides transparency and accountability, which complements the information initially filed in the CSCL/CD-502, reflecting the ongoing requirements of nonprofit organizations.

The Federal Tax Exemption Application (IRS Form 1023) is crucial for nonprofits seeking tax-exempt status. It is similar to the CSCL/CD-502 in that both documents are foundational for a nonprofit's legal existence and operational status. While the CSCL/CD-502 confirms the organization’s creation, Form 1023 is necessary for acquiring federal recognition and benefits that facilitate the organization’s tax-exempt operations.

Dos and Don'ts

When filling out the Cscl Cd 502 form, it’s essential to be careful and thorough. Here are some do's and don'ts to keep in mind:

  • Do ensure all required fields are filled out completely and correctly.
  • Do use clear and legible handwriting or typed responses.
  • Do include an effective date if it differs from the date of filing.
  • Do verify that all incorporators have signed the document in ink.
  • Do submit the original document to the correct address.
  • Don't leave any required fields blank, including the purpose of the corporation.
  • Don't use a post office box as the registered office address.
  • Don't submit documents that are illegible or have poor contrast.
  • Don't fail to include a dollar value and description for any assets listed.
  • Don't forget to check that the fee payment is correctly made out and included.

Misconceptions

  • Misconception 1: The CSCL/CD-502 form can only be used for profit corporations.
  • This form is specifically designed for domestic nonprofit corporations. Individuals using this form should understand that its structure and requirements are tailored to nonprofit entities under Michigan law.

  • Misconception 2: Any purpose can be stated in Article II of the form.
  • While flexibility exists, the purpose stated must be specific and should not simply indicate that the corporation will engage in any activity allowed under the law. Clear, defined purposes must be articulated to meet legal requirements.

  • Misconception 3: Registered office can use a P.O. Box as the address.
  • The form explicitly states that a P.O. Box cannot be designated as the registered office address. A physical street address is necessary for compliance with Michigan regulations.

  • Misconception 4: A corporation can be formed without any incorporators.
  • At least one incorporator is required for filing. For educational nonprofit corporations, a minimum of three incorporators must be listed on the form to fulfill legal prerequisites.

  • Misconception 5: The filing date of the CSCL/CD-502 is irrelevant.
  • The filing date is significant as the document becomes effective upon being endorsed by the Bureau. If a later effective date is preferred, it must be explicitly stated, and this can only be within a 90-day time frame from the date of submission.

Key takeaways

When filling out and using the CSCL/CD-502 form, ensure you take note of the following key points:

  • Clearly provide the name and address for the corporation. This information is crucial as it dictates where the returned documents will be sent.
  • Understand the importance of Article II, which specifies the corporation's purpose. A vague statement is insufficient; be specific about the goals and aims of your organization.
  • Choose between forming the corporation on a stock or nonstock basis in Article III. Only complete the relevant sections, and ensure that the descriptions and values of real and personal properties are accurately stated.
  • Ensure that the registered office address in Article IV is a physical street address. A post office box cannot be used for this purpose, as accurate location details are mandatory.
  • Each incorporator must sign the document in ink. If there are three or more incorporators, consider adopting a resolution for one member to sign on behalf of all, but you must include the necessary accompanying documentation.

Completing this form accurately is essential for compliance and to avoid delays in the incorporation process. Be meticulous and review all entries before submission.