Menu X Menu
How may we help you?


What Is a Non-Stock Corporation?
Companies Served Since 1981

What Is a Non-Stock Corporation?

By Paul Sponaugle Sunday, February 28, 2016

what is a non-stock corporation?

These days, the term "non-stock corporation" has essentially become synonymous with the term "non-profit corporation."


But what is a non-stock corporation?


The common use of the non-stock corporation as the vehicle with which to obtain tax-exempt or non-profit status from the IRS has led to an interchangeability of the two terms, but this can be problematic.


The notion that non-stock corporations and non-profit corporations are the same has led many individuals to believe that if you form a non-stock corporation, you are forming a non-profit organization, which is not true.


In addition, individuals assume that as long as the corporation has no stock, it is a non-stock corporation and therefore eligible for tax exemption, which is also not true.


A non-profit (notice I left out the word "corporation") is most commonly an organization that has obtained tax exemption, under section 501(c)(3) of the IRS code, by filing Form 1023.


To qualify, the organization must be a corporation, community chest, fund or foundation (a trust is a fund or foundation and will qualify) that is created, organized and operated exclusively for one or more of the following purposes:


•    Religious
•    Charitable
•    Scientific
•    Testing for public safety
•    Literary
•    Educational
•    Fostering national or international amateur sports competition (but only if none of its activities involve providing athletic facilities or equipment)
•    The prevention of cruelty to children or animals


non-stock corporation

It just so happens that many states, including Delaware, have a type of entity whose articles are designed to facilitate the application for tax exemption.


Can you guess what that entity is called? That’s right, it’s the non-stock corporation.


Do not confuse this with a stock corporation that has no authorized stock.


(Yes, it is possible to have a stock corporation that does not possess authorized stock. Even though it makes no sense, Delaware does allow stock corporations to file Articles of Incorporation without authorizing shares of stock. It is rare but we have seen individuals accidentally file corporations in this manner. This error can be corrected, but it will cost you precious time and money.)


A Delaware non-stock corporation has no capital stock and is required to disclose its non-profit intentions in its Articles of Incorporation at the time of filing.


It is typically but not exclusively used by organizations that plan to apply for tax exemption under section 501(c)(3) of the IRS code. Other applications of the non-stock corporation may include:


  • civic leagues
  • labor organizations
  • business leagues
  • recreational clubs
  • other organizations (such as amateur athletic organizations) that unify a common social goal


These organizations may be eligible for tax exemption under a different section of the IRS code. For more information on tax-exempt status for your organization, refer to IRS Publication 557.






Comment Facebook Twitter Google Reddit LinkedIn

Leave a Comment


* Required

Email Address:

* Required, will not be published

Website: Comment:  
Secure Connection
X Secure & Confidential

Your personal information is encrypted by Secure Sockets Layer (SSL) software so that it cannot be read as the information travels over the Internet.

X Our customers love us!
We have lots of great customer reviews.
Like our service? If you are one of our many satisfied customers, please let us know.
BBB A+ Rating
X A+ Rated BBB Accredited Business

Need more proof that we're the best? Check out our record!

100,000+ Companies Formed

Companies Formed Since 1981

Disclaimer: Harvard Business Services, Inc. is a document filing service that provides general information. We cannot render legal or financial advice and your use of this site is subject to additional terms and conditions. HBS is not affiliated with Harvard University.

© Copyright 1996-2017. All rights reserved.