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Nonprofit Law/Incorporate in another state



I formed a non-profit, 501C3 organization in New York, and I have moved to Chicago, and I'd like to transfer the non-profit organization to Chicago.  How can I incorporate in another state, Illinois?

ANSWER: What you are referring is what the IRS wrote about in one of its publications.
The instructions for Form 990, which is for exempt organizations has, on the right column of page 19, "If an exempt organization becomes a different legal entity, such as by changing its legal structure from a trust to a corporation or by dissolving in one state and incorporating in another, then a new exemption application is required to establish that the new legal entity
qualifies for exemption."

Reincorporate" means that an organization, that is already incorporated, does another incorporation. An IRS Revenue Ruling from 1967 (Rev. Rul. 67-390) is very clear that such a
reincorporation in another state would require a new exemption application.
---Start of Excerpt--

Case 4.  An exempt organization incorporated under the laws of one state was reincorporated under the laws of another state with no change in its purposes.... In each of the four cases described above a new legal entity has been created.  Each new entity must establish its exemption in accordance with the regulations set forth above.  Accordingly, each of the above organizations must file an application for exemption to establish that the new entity qualifies for exemption under the Code and applicable regulations.
---End of Excerpt-- is the Secretary of State's page for Not-for-
Profit Corporations.

Harvey Mechanic, Attorney at Law -

P.S. This response is intended to be a general statement of law, should not be relied upon as legal advice and does not create an attorney/client relationship.    

---------- FOLLOW-UP ----------


Thank you so much for the response, I didn't find the answer on page 19 of  Also, I kind of wanted steps to follow, everything about the 501c3 organization is to stay the same, it's just that we have moved to Chicago, and want to operate in Chicago.



Well, first you asked "How can I incorporate in another state, Illinois?"  Now you want to ask something else which is that you want to operate in Chicago.  

I am assuming the nonprofit organization is a corporation.  You would simply need to register as a "foreign", meaning "out-of-state" corporation wishing to do business in Illinois with the Secretary of State's Office, Corporation Division of Illinois.

The link to the required form is on that page that I sent to you earlier down at "NFP 113.15 Application for Authority to Conduct Affairs in Illinois $50" that leads to

Make sure you maintain your New York corporation as active with the New York Corporations Division.

Harvey Mechanic, Attorney at Law -
Member of New York Bar

P.S. This response is intended to be a general statement of law, should not be relied upon as legal advice and does not create an attorney/client relationship.  

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Harvey Mechanic


DO NOT GIVE ME INFORMATION THAT YOU WANT KEPT CONFIDENTIAL. I am an attorney and I volunteer time to answer general questions about U.S. Federal income tax issues of nonprofit 501(c)(3) public charities only. Those questions could be about establishing and maintaining legal requirements for such non-profit organizations in the United States, including Internal Revenue service filings and requirements. I will not be working on this free forum to answer questions about Nonprofit's possible unrelated or for-profit businesses or how to fill out forms. This forum is only for general questions about federal tax law, not as the law applies to your specific situation. If you do not make your question public then I will not be spending much of my donated time on answers that would not benefit the public. If you have other questions, please contact me at I will reply from my email. In any case, do not reveal confidential information to me until after I have contracted with you to provide personal legal services. My responses on this forum are intended to be general statements of law, should not be relied upon as legal advice, and do not create an attorney/client relationship. For me to consider your individual situation and how the law applies, I would need to gather extensive information about the situation. To search my previous answers you can do a Google search by "" without the quotes and then add your search terms before hitting enter.


I have been practicing law and especially the law of nonprofit organizations since 1990 when I was admitted to the New York Bar and I have maintained my status with the Bar since that time.


B.S. Columbia University in New York City, 1970

J.D. (Law Degree) Brooklyn Law School, 1990 -- Cum Laude.

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