This is a first draft for volunteer professionals to react to. It is not legal or tax advice. Every fee and rule below was read on an official page on 2026-10-12. Where we could not confirm something on an official page, we say so.
Contents:
- State-choice memo
- Draft articles (Missouri)
- Post-filing checklist
- Decisions we need from reviewers
- Sources
1State-choice memo
What we are forming
A nonprofit, non-stock corporation that will apply to the IRS as a business league under section 501(c)(6). The goal is to be the named, accountable US counterparty for BSV. It keeps the listing dossier. It is the contact for exchanges and custodians. It keeps the public record accurate. The measure of progress is the number of US regulated venues and qualified custodians that support BSV. The first milestone is one Tier-1 spot relisting.
Comparison
| Missouri | Delaware | Wyoming | District of Columbia | |
|---|---|---|---|---|
| Nonprofit statute | Missouri Nonprofit Corporation Act, Chapter 355 RSMo | General Corporation Law (Title 8); non-stock "exempt corporation" | Wyoming Nonprofit Corporation Act (Title 17, ch. 19) | D.C. Code Title 29, Chapter 4 |
| Filing fee for articles | $25 | $109, plus $9 per page after the first | $50 | $80 |
| Annual or biennial report | Annual, due Aug 31. $0 online, $5 paper | Annual, due Mar 1. $25 for an exempt corporation | Annual, due on the first day of the anniversary month. $25 | Biennial, due Apr 1. $80 |
| Franchise or license tax | None found for Chapter 355 | Exempt corporations pay the $25 report fee instead of franchise tax | None beyond the $25 report fee | None found |
| Registered agent | Required, with a physical Missouri street address. A PO box alone is not accepted | Required, with a Delaware street address | Required, with a physical Wyoming address | Required, with a District address |
| Minimum directors | Three | Not checked | Not checked | Not checked |
| Typical filing time | Not stated on the official page we read. Ask the office | Not verified. Expedited service is offered for a fee | Up to 15 business days; no expedite (stated on the state's corporation instructions; confirm it applies to nonprofits) | Not verified |
| Online filing | Not confirmed for nonprofit articles; the official instructions say to mail | Yes, through the Division | Yes, at wyobiz.wyo.gov | Yes, through CorpOnline |
| Notable | Our drafting attorney is licensed here. Lowest cost. Articles must say "public benefit" or "mutual benefit" | Best-known corporate law. Needs a paid Delaware agent if no one is there | Low cost. No expedite | The articles must list the people who control the corporation by name and address. Highest recurring cost |
All figures come from the official pages listed in section 5.
Recommendation
The drafting attorney chooses. The default is Missouri.
Why Missouri is the default:
- Our drafting attorney is licensed there. BSV Esq. can draft, file and answer questions under the law they practice. Any other state means outside counsel or more review time.
- It costs the least. $25 to file. The annual report is free online.
- A 501(c)(6) does not need Delaware law. Delaware is chosen for investor-owned companies. A non-stock trade association gains little from it, and it would need a paid agent in Delaware.
- DC is the place to be heard, not the place to be formed. We can meet regulators and file comments from any state. DC forms cost more and require a biennial report.
- Wyoming has no edge for us. It is cheap, but no organizer is there, and it would need a paid agent.
Note on earlier material: the Oct 9 analysis assumed Florida. That was before a Missouri-licensed attorney joined. Florida was not compared here. If the association's office ends up in another state, it may need to register there too (see section 3).
One federal risk that does not depend on the state
The IRS says a business league must serve a "line of business": a whole industry, or all parts of one in an area. It says a group that markets one brand within an industry does not qualify. An association for one blockchain could be read as promoting one product. The purposes clause below is written to describe a line of business: the businesses and people who build on, operate or use the BSV blockchain. Reviewers should test that wording hard. See question 3.
2Draft articles (Missouri)
Notes for the drafter:
- The Missouri Secretary of State form (Corp. 52, 01/2025) has nine items. The articles below follow that order. Items 10 and on are added under section 355.096 RSMo, which allows optional provisions.
- Text in [square brackets] is a placeholder or an option to decide.
ARTICLES OF INCORPORATION OF A NONPROFIT CORPORATION
[BSV USA ASSOCIATION]
The undersigned natural person, of the age of eighteen years or more, for the purpose of forming a corporation under the Missouri Nonprofit Corporation Act, Chapter 355 RSMo, adopts the following Articles of Incorporation.
Article 1. Name. The name of the corporation is [BSV USA Association] (the "Association").
Article 2. Type of corporation. This corporation is a [mutual benefit] corporation.
Drafting note: under section 355.881 RSMo, a corporation that may give its assets on dissolution to a non-501(c)(3) body, such as another 501(c)(6), is a mutual benefit corporation. If reviewers limit dissolution to 501(c)(3) bodies only, this would become "public benefit". See question 4.
Article 3. Duration. The period of duration of the Association is perpetual.
Article 4. Registered agent and office. The name and street address of the registered agent and registered office in Missouri is: [Agent name], [street address], [city], Missouri [ZIP].
Article 5. Incorporator. The name and address of the incorporator is: John Calhoun, [mailing address].
Article 6. Members. The Association will have members. The classes, qualifications, rights, admission, dues, voting and termination of members will be set in the bylaws.
Article 7. Distribution of assets on dissolution. On dissolution, after paying or providing for all its liabilities, the board of directors will distribute all remaining assets to one or more organizations that, at that time, are exempt from federal income tax under section 501(c)(3) or 501(c)(6) of the Internal Revenue Code (or the matching provision of any later federal tax law), and whose purposes are similar to the Association's purposes, as the board decides. No assets will go to any member, director, officer or other private person. Any assets not so distributed will be distributed by the circuit court of the county where the Association's principal office is then located, to one or more organizations of that kind, as the court decides. This Article is meant to meet sections 355.661 through 355.746 RSMo.
Article 8. Purposes.
(a) The Association is organized and will be operated as a business league within the meaning of section 501(c)(6) of the Internal Revenue Code.
(b) Its purpose is to promote the common business interest of businesses and persons in the United States that build on, operate, or use the BSV blockchain, and to improve business conditions in that line of business. To that end it may, among other things:
- prepare and publish factual, technical and legal information about the BSV blockchain for US exchanges, custodians, index providers, financial institutions and regulators;
- serve as a named and accountable point of contact for those institutions;
- take part in public comment processes and speak with public officials, within the limits in Article 10;
- hold meetings and publish educational material for its members and the public; and
- do any lawful act that a Missouri nonprofit corporation may do, so long as it serves these purposes.
(c) The Association will not carry on a regular business of a kind ordinarily carried on for profit. Its activities will aim to improve conditions for the line of business as a whole. They will not perform particular services for individual persons.
Article 9. Effective date. These Articles are effective on the date they are filed by the Missouri Secretary of State.
Article 10. Limits on activities.
(a) No private inurement. No part of the net earnings of the Association will inure to the benefit of any member, director, officer or other private person. The Association may pay reasonable compensation for services actually rendered and may reimburse reasonable expenses.
(b) Lobbying. The Association may try to influence legislation only to the extent that the activity is germane to its purposes and is allowed for an organization exempt under section 501(c)(6). Any such activity will not be the primary activity of the Association. The Association will give members the notices about non-deductible dues that section 6033(e) of the Internal Revenue Code requires, or pay any tax that section imposes.
(c) No political campaigns. The Association will not participate or intervene in any political campaign on behalf of, or in opposition to, any candidate for public office. This includes publishing or distributing statements.
Drafting note: federal law lets a 501(c)(6) do some campaign activity. This article chooses not to. That is a policy choice for reviewers. See question 6.
(d) Tax status. Despite any other provision of these Articles, the Association will not carry on any activity not permitted to an organization exempt under section 501(c)(6) of the Internal Revenue Code (or the matching provision of any later federal tax law).
(e) [Optional.] No litigation against trading venues. [The Association will not bring, fund or join any lawsuit or claim against a digital asset exchange or trading venue arising from that venue's decision to list, delist or not list any digital asset.]
Drafting note: this puts one of the organizers' standing conditions in the charter, where institutions can read it. It may belong in the bylaws or a board policy instead. See question 7.
Article 11. Board of directors.
(a) The affairs of the Association will be managed by a board of directors. The board will have at least three directors. The number, terms, election and removal of directors will be set in the bylaws.
(b) The initial directors, who serve until their successors are elected and qualified, are:
- John Calhoun, [address]
- [Director 2 name], [address]
- [Director 3 name], [address]
Article 12. Limitation of director and officer liability. To the fullest extent Missouri law allows, no director or officer of the Association is personally liable to the Association or its members for money damages for any act or omission in that capacity. This includes the immunity that section 537.117 RSMo gives uncompensated officers and directors of 501(c) organizations. Any repeal or change of this Article will not reduce the protection for acts or omissions before the change.
Drafting note: the Missouri Nonprofit Corporation Act does not appear to have a general clause like Delaware's that lets articles remove director liability. Section 537.117 RSMo gives immunity to unpaid officers and directors, with exceptions. Please confirm the right wording.
Article 13. Indemnification. The Association will indemnify, and may advance expenses to, any person who is or was a director or officer of the Association, to the fullest extent allowed by section 355.476 RSMo and other Missouri law. The board may extend the same protection to employees, volunteers and agents. The bylaws may set the procedure. The Association may buy insurance for these purposes.
Article 14. No stock. The Association has no capital stock and will issue none.
Article 15. Amendment. These Articles may be amended as the Missouri Nonprofit Corporation Act and the bylaws provide. [An amendment to Article 7 (dissolution), Article 8 (purposes) or Article 10 (limits on activities) also requires the approval of two-thirds of the directors in office and two-thirds of the voting members who vote.] No amendment may authorize any act that would end the Association's exemption under section 501(c)(6).
In affirmation of this, the facts stated above are true and correct. (The undersigned understands that false statements made in this filing are subject to the penalties provided under section 575.040 RSMo.)
Signature: ____ Printed name: John Calhoun Date: ______
Name and address to return the filed document: [name and address]
3Post-filing checklist
Nothing here costs money until the step marked with a fee. No step should start until BSV Esq. confirms the articles are filed.
| # | Step | Who | Cost | Notes |
|---|---|---|---|---|
| 1 | Receive the filed articles and certificate from the Missouri Secretary of State | BSV Esq., John | $25 at filing | Keep the stamped copy. The IRS asks for it with Form 1024. |
| 2 | Hold the organizational meeting: adopt bylaws, elect officers, adopt conflict-of-interest and antitrust policies, approve the bank resolution and the first budget | Board | $0 | The budget is published, per the organizers' standing condition. |
| 3 | Get an EIN from the IRS online | John, as responsible party | $0 | The IRS charges nothing. Avoid sites that charge. The responsible party needs an SSN or ITIN. One EIN per responsible party per day. Do it in one session. |
| 4 | Open a bank account in the Association's name | Treasurer, with OldCraig | Bank's terms | Banks usually ask for the filed articles, the EIN letter, the bylaws or a board resolution, and ID for each signer. Use two signers. FinCEN says US-formed companies no longer file beneficial ownership reports (rule of Aug 11, 2026). |
| 5 | Set up the books and a dues policy | OldCraig | $0 | Track lobbying spending from day one. Section 6033(e) requires dues notices or a proxy tax if the Association lobbies. |
| 6 | File Form 1024 with the IRS | BSV Esq. drafts, GloboSphere reviews, OldCraig supplies financials, John signs | $600 user fee, paid through Pay.gov | Filed only online at Pay.gov. An EIN is required first. If filed within 27 months after the month of formation and approved, exemption dates back to formation. The IRS says it decides 80% of Form 1024 applications within 210 days (about 7 months; page updated June 28, 2026). |
| 7 | File the Missouri annual registration report | Secretary | $0 online | Due by Aug 31 each year. It lists officers and directors. Missing it costs good standing. |
| 8 | Register in other states where the Association has an office, staff or regular activity | BSV Esq. | Varies by state | Not researched in this draft. |
| 9 | Check Missouri state and local tax items | OldCraig | $0 to check | Not researched in this draft: state income tax treatment, sales tax, any charitable solicitation rule that may apply to dues or gifts. |
| 10 | File the yearly federal return (Form 990 series) | OldCraig | $0 to file | Required whether or not the Form 1024 is decided yet. Which form depends on size. |
| 11 | Publish the filed articles, bylaws, budget and board names | John | $0 | This is the "named leadership, published budget" condition. Hash the documents to chain if the board adopts that practice. |
5Sources
All read 2026-10-12.
- Missouri Secretary of State, Articles of Incorporation of a Nonprofit Corporation and instruction sheet (Corp. 52, 01/2025): https://www.sos.mo.gov/CMSImages/Business/corp52.pdf
- Missouri Secretary of State, Schedule of Fees and Charges, Chapter 355 fees (01/2025): https://www.sos.mo.gov/CMSImages/Business/fees.pdf
- Missouri Revised Statutes 355.096 (contents of articles): https://revisor.mo.gov/main/OneSection.aspx?section=355.096
- Missouri Revised Statutes 355.881 (public and mutual benefit): https://revisor.mo.gov/main/OneSection.aspx?section=355.881
- Missouri Revised Statutes 355.476 (indemnification): https://revisor.mo.gov/main/OneSection.aspx?section=355.476
- Missouri Revised Statutes 537.117 (immunity of uncompensated officers and directors): https://revisor.mo.gov/main/OneSection.aspx?section=537.117
- Delaware Division of Corporations, Certificate of Incorporation for Exempt Corporation (Rev. 8/2026): https://corpfiles.delaware.gov/Corp_Forms/Incorporation%20-%20Exempt.pdf
- Delaware Division of Corporations, annual report and tax information: https://corp.delaware.gov/paytaxes/
- Wyoming Secretary of State, Business Division Filing Fee Schedule (effective July 1, 2026): https://sos.wyo.gov/Business/docs/BusinessFees.pdf
- Wyoming Secretary of State, corporation articles instructions (processing time, no expedite): https://sos.wyo.gov/Forms/Business/PROF/P-ArticlesIncorporation.pdf
- DC Department of Licensing and Consumer Protection, nonprofit corporation fees: https://dlcp.dc.gov/node/1621926
- DC DLCP, Form DNP-1, Articles of Incorporation of Domestic Nonprofit Corporation (Ver. 5, Oct 2022): https://dlcp.dc.gov/sites/default/files/dc/sites/DLCP/publication/attachments/DNP-1%20Articles%20of%20Incorporation%20of%20Domestic%20Nonprofit%20Corporation.pdf
- IRS, Business leagues: https://www.irs.gov/charities-non-profits/other-non-profits/business-leagues
- IRS, About Form 1024: https://www.irs.gov/forms-pubs/about-form-1024
- IRS, Instructions for Form 1024: https://www.irs.gov/instructions/i1024
- IRS, Internal Revenue Manual 3.45.1 (Form 1024 initial request user fee, $600): https://www.irs.gov/irm/part3/irm_03-045-001
- IRS, Where's my application for tax-exempt status?: https://www.irs.gov/charities-non-profits/charitable-organizations/wheres-my-application-for-tax-exempt-status
- IRS, Get an employer identification number: https://www.irs.gov/businesses/small-businesses-self-employed/get-an-employer-identification-number
- FinCEN, Beneficial Ownership Information: https://www.fincen.gov/boi
4Decisions we need from reviewers
For BSV Esq., GloboSphere unless an item names someone. Reply in the group chat with the document and the number, for example "Articles of Incorporation, State Choice and Post-Filing Checklist D2".