Nonprofit lawyer here. A corporation is normally preferable to an unincorporated association because, in most states, corporations provide a personal liability shield to insiders (directors, officers and members), whereas an unincorporated association does not. For example, imagine a nonprofit holds a fundraiser luncheon. Someone attends the luncheon, slips and falls, cracks open his head and spills half his brains on the ground. The family sues the nonprofit, and the court awards the family $10,000,000. At this time, the corporation has total assets of $100,000. In the case of an unincorporated association, the nonprofit would pay out all $100,000 and close down. This leaves a balance of $9,900,000. Since insiders of an unincorporated association are usually jointly and severally liable for the acts of the association, each director, officer and member could be personally on the hook to pay the full amount. In the case of a properly run corporation, the nonprofit would pay out all $100,000 and close down. However, because the hallmark of a corporation is to limit the liability of its insiders, the directors, officers and members will be shielded from personal liability for the balance. Too bad for the family, they only get $100,000. Because of the personal liability protection alone, the corporation is the better choice. However, the corporation also has the benefit of an understandable and predictable structure and regulatory framework. In many states, unincorporated associations don't file paperwork to be formed. They are formed in a freeform manner where the association would write its own charter and bylaws. Unlike corporations, where the law provides default rules where the charter and bylaws are silent, in many states, unincorporated associations don't have a prescribed set of default rules, meaning that the charter and bylaws must really be written to cover any possible holes. Banks also do not like the lack of structure with unincorporated associations. Some bankers, when presented with an unincorporated association, actually do not even know what to do. The benefits of an unincorporated association is that there is often no monetary cost setting up, and in many states, unincorporated associations are more free to make their own rules. For example, in a state where the corporate law does not allow for directors to be under 18, the state might allow an unincorporated association to be set up with under 18 directors. However, the better option here, when dealing with states that want to impose rules on a nonprofit that the nonprofit does not like, is to incorporate in a different state with more friendly nonprofit laws. Hope this helps. I'm a lawyer, but not your lawyer. This is not legal advice, just general information, so depend on it at your own risk. The internet is a scary place, so don't believe every thing you read. If you need legal advice, hire a lawyer to be your lawyer =)