Incorporation of Local Churches

The RCA's Book of Church Order does not require the incorporation of local churches. Nevertheless, incorporation offers a number of advantages, and therefore is strongly recommended. Advantages include:

  • Status as a separate legal entity. This means that the church (as a legal entity) can operate independently of (and is not dependent upon) any particular individual or group of individuals. This feature is the basis for some of the other advantages listed below.
  • Perpetual existence. This means that the church (as a legal entity) can continue to exist and function long after any particular individual or group of individuals involved with its operation (such as incorporators, officers, directors, etc.) pass from the scene.
  • The potential for greater certainty of management, oversight, and administration (because articles of incorporation and bylaws will be in effect and state corporations laws will apply, all of which help establish the method by which the church [as a legal entity] will function and be governed).
  • Limited liability, except in cases such as fraud or failure to honor corporate formalities. This means that the individuals who serve as officers and directors, as well as the members of the church, generally will not be liable for the obligations of the church (due to its status as a separate legal entity) as long as the individuals properly honor the corporate formalities of organizing and operating the church.
  • Ease of obtaining financing. Simply put, because of the foregoing advantages, lenders may be more willing to consider making a loan to the church.

Typically (but not always) the process of incorporation includes the following:

  • Adoption of articles of incorporation by incorporators. (In some jurisdictions the document is called a "charter" or "certificate of incorporation." For purposes of this summary the term "articles of incorporation" is used.)
  • Delivering the adopted articles of incorporation to the applicable authority for filing (along with any other required papers and the payment of a filing fee). In some jurisdictions the applicable authority is the Secretary of State. In others it's the Department of Corporations. In Canada it may be either a corporate registry service at the provincial level or Corporations Canada at the federal level.
  • Filing of the adopted articles of incorporation by the applicable authority, and the applicable authority's issuance of a certificate of incorporation.
  • Conducting an organizational meeting of the corporation (to elect officers, adopt bylaws, etc.).

On some (but not all) occasions the corporation chooses to adopt a corporate seal. Additionally, on some (but not all) occasions the corporation may choose to record its certificate of incorporation, articles of incorporation, or both, in the local real estate records of the county in which the corporation exists. This may prove helpful when dealing with property issues. Consult with an attorney before taking any such actions.

Differences of opinion exist regarding when to incorporate a local church. Incorporation may occur prior to, concurrent with, or subsequent to a congregation's organization as a local church (as provided in the RCA's Book of Church Order). Consequently, each classis must make its own decision about the timing of incorporation.

The contents of articles of incorporation (both what must be included and what may be included) are established by the law of each jurisdiction (state, provincial, or federal), and those laws vary from one jurisdiction to another. Consequently, a "fill in the blank" form cannot be provided. Rather, one must work with a local attorney to prepare appropriate articles of incorporation. Remember that any articles of incorporation must include the following:

  1. All provisions that are required by the laws of the jurisdiction where the church will be incorporated.
  2. Any provisions that are required by tax authorities, such as the United States Internal Revenue Service or the Canada Revenue Agency (a.k.a. Revenue Canada), to help ensure that the corporation is (a) exempt from taxation and (b) an entity to which contributions are tax deductible.
  3. Formulary 15 from the RCA's Book of Church Order (BCO), which reads as follows:

Notwithstanding anything to the contrary contained in this [insert description of organizational document], this [corporation/organization] is a member church in the Reformed Church in America; is (and at all times shall be) subject to and governed by the Constitution of the Reformed Church in America; and agrees that the provisions of this [article/chapter/paragraph] shall not be amended or modified in any manner without the prior written consent of the classis of which this [corporation/organization] is a member.

See also BCO Chapter 1, Part II, Article 8, Section 4c.

The following is a sample set of articles of incorporation. Its sole purpose is to provide an example of what such a document may contain. This sample is provided for instructional and informational purposes only, and should not be used (in whole or in part) without first consulting with an attorney.

* * * * *

Articles of Incorporation
of [Name of Church]

One: The name of the corporation is [insert name of church], Inc., a _________ [non-profit religious] corporation.

Two: (a) This corporation is a religious corporation and is not organized for the private gain of any person. It is organized under the [Nonprofit Religious Corporation Law] of the State of ________________ ([insert citation to applicable statute]) exclusively for religious purposes within the meaning of Section 501(c)(3) of the United States Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue Law (the "Code").
(b) The specific and primary purpose of this corporation is to establish, operate and maintain, in the City of _________________, County of ________________, State/Province of _____________________, a church for religious purposes in order to minister to the total life of all people by preaching, teaching, and proclaiming the gospel of Jesus Christ, the Son of God, and by all Christian good works. This corporation is and at all times shall be a "local church" as such term is defined in the Reformed Church in America Book of Church Order (as the same may be amended from time to time). Notwithstanding anything to the contrary contained anywhere in these articles of incorporation, this corporation is a member church in the Reformed Church in America; is (and at all times shall be) subject to and governed in accordance with the Constitution of the Reformed Church in America; and agrees that the provisions of this Article Two (b) shall not be amended or modified in any manner without the prior written consent of the Classis of which this church is a member.
(c) In furtherance of the foregoing purpose, this corporation may, among other things, preach, teach, and proclaim religion in accordance with the doctrinal standards and liturgy of the Reformed Church in America; conduct and maintain meetings for worship, study, and instruction in the Word of God; print, publish, and circulate tracts, leaflets, religious periodicals, and books; support missionaries and ministers of the gospel, both at home and abroad; raise and disburse funds for religious purposes; cooperate with other religious bodies in advancing the Word of God on earth; purchase, own, hold, lease, and acquire, either by gift, grant, bequest, devise, or otherwise, all kinds of property for religious purposes or to the extent as may be permitted and allowed under the laws of the State/Province of __________________; and do all other things in connection therewith as may be convenient or necessary to carry on the work of God on earth. In no event whatsoever shall this corporation, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the primary purpose of this corporation.
(d) Notwithstanding any other provision of these articles of incorporation, this corporation shall not carry on any activities not permitted to be carried on (i) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Code or (ii) by a corporation contributions to which are tax deductible under Section 170(c)(2) of the Code.

Three: The principal office for the transaction of business of this corporation shall be located in the County of _______________, State/Province of ________________. The name and address of the corporation's initial agent for service of process in this state is ______________________.

Four: The existence of the corporation [shall be perpetual/is limited to ___ years].

Five: The number of directors of this corporation shall be as established from time to time in the bylaws, but in no event shall be less than three. Until otherwise established in the bylaws, the number of directors of this corporation shall be three. The names and addresses of the persons appointed to act as the initial directors of this corporation, until the selection of their successors, are as follows:

[Name] 
[Street Address] 
[City, State/Province, and Zip/Postal Code]

[Name] 
[Street Address] 
[City, State/Province, and Zip/Postal Code]

[Name] 
[Street Address] 
[City, State/Province, and Zip/Postal Code]

Six: (a) No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and this cor¬poration shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.
(b) The property, assets, profits, and net income of this corporation are dedicated irrevocably to religious purposes, and no part of the assets, profits, or net income of this corporation shall ever inure to the benefit of any director, trustee, officer, or member thereof or to the benefit of any private individual.
(c) Upon the dissolution and winding up of this corporation, after paying or adequately providing for the debts and obligations of this corporation, the remaining assets of this corporation shall be distributed to and shall become vested in the Classis of the Reformed Church in America of which this corporation is a member, so long as such classis is a non-profit corporation organized and operated exclusively for charitable and religious purposes and has established its tax exempt status under Section 501(c)(3) of the Code. If such Classis is not a non-profit corporation organized and operated exclusively for charitable and religious purposes or has not established its tax exempt status under Section 501(c)(3) of the Code, then the remaining assets of this corporation instead shall be distributed to and shall become vested in such other Classis or Classes of the Reformed Church in America as may be designated in writing by the highest assembly of the Reformed Church in America (which, as of the date upon which these articles of incorporation are adopted, is the General Synod).

Seven: ______________________ [Insert here any other provisions that are (a) mandated by applicable state law, or (b) permitted by applicable state law and considered useful to the church. Consult your attorney for details.]

The undersigned Incorporators declare that they are the persons who have executed these Articles of Incorporation and hereby declare that this instrument is the act and deed of the undersigned.

Executed on _____________, 20__ at _______________________.

_____________________________________ 
[typed name of signer], Incorporator

_____________________________________ 
[typed name of signer], Incorporator

_____________________________________ 
[typed name of signer], Incorporator

[If required under applicable law, notarize the signatures.]

 

Consider also developing bylaws for your church.