Charter examples fall into three main categories, and each one looks different on the page. A corporate charter (usually called articles of incorporation) is a short filing that creates a business as a legal entity. A nonprofit charter looks similar but adds two clauses the IRS demands. A municipal charter reads more like a local constitution, laying out how a city government works. All three share a common job: telling the government who the entity is, what it can do, and how it’s structured.1U.S. Small Business Administration. Choose a Business Structure
What Goes in a Corporate Charter
A corporate charter transforms a business idea into a separate legal person that can sign contracts, own property, and take on debt independently of its owners. The filing itself is often just a few pages.
The core elements you’ll see in nearly every corporate charter:
- The corporate name, which must be distinguishable from other businesses already on file and usually must include a word like “Corporation,” “Incorporated,” or an abbreviation such as “Corp.” or “Inc.”
- A purpose statement. Most states let you use a broad “any lawful activity” clause, though some businesses use a narrower statement tying the entity to a specific industry.
- Stock authorization: the total number of shares the corporation can issue, broken down by class if there are different types (such as common and preferred shares), along with the rights attached to each class.
- The registered agent: the name and physical street address of a person or service authorized to receive lawsuits and official government notices on the corporation’s behalf. A P.O. Box won’t work.
- The incorporator: the name and signature of the person filing the document. The incorporator’s job ends once the first board of directors takes over.
- Duration, usually listed as perpetual. Some organizers pick a specific end date for special-purpose entities.
Many charters also include optional provisions that shape how the corporation runs for years. A liability limitation clause can shield directors from personal financial responsibility for honest business decisions that go wrong. Indemnification provisions promise to reimburse directors and officers for legal costs they incur while serving the company, provided they acted in good faith. These clauses aren’t required, but experienced founders include them because attracting qualified board members is much harder without them.
State filing fees for a corporate charter generally range from about $70 to $300. Some states tie their fees to the number of authorized shares or the corporation’s stated capital, which can push costs higher for companies authorizing large blocks of stock.
What Goes in a Nonprofit Charter
A nonprofit charter covers the same ground as a corporate charter — name, registered agent, incorporator, duration — but adds two provisions the IRS considers mandatory for any organization seeking tax-exempt status under Section 501(c)(3).2Office of the Law Revision Counsel. 26 USC 501 – Exemption From Tax on Corporations, Certain Trusts, Etc.
The Purpose Clause
The first mandatory provision limits the organization to activities the IRS recognizes as exempt: charitable, religious, educational, scientific, literary, or a handful of other categories listed in the statute. A broadly worded purpose like “to benefit the community” won’t pass muster. The language needs to reference the specific exempt purposes described in Section 501(c)(3) or use recognized charitable categories like “relief of the poor” or “advancement of education.” The IRS instructions for Form 1023 spell out exactly what this clause should say.3Internal Revenue Service. Instructions for Form 1023
The Dissolution Clause
The second mandatory provision permanently dedicates the organization’s assets to exempt purposes. If the nonprofit ever shuts down, this clause directs that all remaining property and funds go to another 501(c)(3) organization or to a federal, state, or local government for a public purpose. The IRS provides sample language: “Upon the dissolution of this organization, assets shall be distributed for one or more exempt purposes within the meaning of IRC Section 501(c)(3), or shall be distributed to the federal government, or to a state or local government, for a public purpose.”4Internal Revenue Service. Does the Organizing Document Contain the Dissolution Provision Required Under Section 501(c)(3) Skip this clause and your 501(c)(3) application will be rejected.
The organization also needs to comply with its state’s incorporation rules, which mirror the basic corporate charter items. Separately, the IRS expects the organization to have a conflict of interest policy. The charter itself doesn’t always contain the full policy, but Form 990 asks every year whether the organization has one, how it manages conflicts, and how it identifies board members with competing interests.
What Goes in a Municipal Charter
A municipal charter functions as a local constitution. It defines a city or town’s powers, sets up its government structure, and establishes the boundaries of what local officials can and cannot do. These charters come into existence in one of two ways: either the state legislature grants one directly, or residents petition for “home rule” authority and vote to adopt their own charter.
A home rule charter typically covers far more ground than a corporate or nonprofit charter. Key provisions include:
- Government structure. Whether the city operates under a mayor-council system (where the mayor holds executive power) or a council-manager system (where a hired professional manages daily operations). The charter specifies the number of council members, how they’re elected, and their terms of office.
- Taxing power. The types of taxes the municipality can impose and any rate caps. A home rule city often has broader taxing authority than a city operating under general state law.
- Geographic boundaries. The physical territory the charter covers, along with rules about annexation of adjacent land.
- Local legislation. The authority to pass ordinances governing local matters, provided they don’t conflict with state law.
- Citizen rights. Provisions for initiatives, referenda, and recall elections that give residents direct influence over their government.
Municipal charters can be amended, but the process is heavier than amending a corporate charter. Cities often convene a charter revision commission, a temporary body that reviews the entire document, holds public hearings, and puts proposed changes before voters. These commissions can propose sweeping overhauls or focus narrowly on specific provisions that need updating.
Charter vs. Bylaws
This distinction trips people up constantly. The charter creates the entity and gets filed with the government. Bylaws are the internal rulebook that governs day-to-day operations, and they’re never filed publicly. Think of the charter as the birth certificate and the bylaws as the household rules.
The charter tells the state what your entity is called, what it does, and how its ownership is structured. Bylaws tell the people inside the organization how meetings work, how votes are counted, what officers do, and how disputes get resolved. A corporation’s charter might authorize 10 million shares of common stock. The bylaws would then specify how shareholders call a special meeting or how many board members constitute a quorum.
The charter always outranks the bylaws. If the two documents conflict, the charter controls. Amending the charter requires a government filing and typically a shareholder vote. Amending bylaws usually just requires a board vote, making them much easier to change. An entity isn’t fully formed until both documents exist. The charter gives it legal life; the bylaws give it operating instructions.
Where to Find Real Charter Examples
Several public resources let you see what actual charter documents look like before you draft your own.
For corporate and nonprofit charters, start with the Secretary of State’s online business search portal in whichever state interests you. These databases let you search by entity name or filing number and pull up the original articles of incorporation. Some states provide free PDF copies of filed documents; others charge a small fee. Keep in mind the difference between a plain copy and a certified copy. A plain copy is fine for research, but if you need to prove your entity’s legal existence to a bank, a foreign government, or another state, you’ll need a certified copy bearing the state seal or the Secretary of State’s signature.
For municipal charters, most cities publish their charter as part of their municipal code, often accessible through the city clerk’s website or a third-party codification service. Older charters that predate digitization may still exist only in paper form at the city clerk’s office or a public library, which means you’ll need to visit in person or submit a records request.
Template forms are also available directly from state agencies. Many Secretary of State offices publish fill-in-the-blank articles of incorporation forms that show you exactly what information the state requires. These templates won’t cover optional provisions like indemnification or detailed stock structures, but they’re the best starting point for understanding the minimum requirements.