Learn How to Form a California Nonprofit Corporation

When you want to help make your community a better place by starting a nonprofit corporation, there are specific steps you must take.

California nonprofit corporations may be for any charitable, educational, religious, humanitarian, or other purpose that’s not going to be for-profit. Learning how to form a nonprofit in California isn’t difficult with the right information. In this guide, we’ll show you how to do it and apply for tax-exempt status.

Step 1: Select initial directors

California law requires a minimum of one director, but to form a committee, you must have at least two board members. The state doesn’t have any residency or membership requirements, but it does set term limits. Terms last one year, and directors can only serve four terms unless there aren’t any members, in which case directors can serve up to six years. The Internal Revenue Service requires nonprofits to have at least three board members, but it doesn’t have any requirements on term limits.

Step 2: Choose a name

Review naming restrictions for California nonprofit corporations before choosing a name. California’s Secretary of State won’t allow you to choose a name that’s misleading. Your name must be different from the names of any existing corporations or foreign corporations that do business in California. You can’t choose a name that’s already reserved by another corporation. California doesn’t require you to include Incorporated, Inc., or LLC in your name.

Search California’s business name database to check name availability. See if there are any website domain names available that match your nonprofit name of choice. Our domain name service can help with this. You can also reserve a business name for 60 days so you don’t lose it while you decide whether it’s the name you really want.

Step 3: Choose a California agent for service of process

An agent for service of process may also be called a registered agent. Your agent receives notice of lawsuits and other important legal documents for your nonprofit and makes sure you get them in a timely manner. Corporations and LLCs must appoint a registered agent to act as the primary contact for the Secretary of State.

Your agent must live in California, have a local address that becomes a public record, and be available during normal business hours. You can act as your own agent for service of process. However, it may be inconvenient to always be available at the address on file during all regular business hours. If you don’t want to act as your nonprofit’s registered agent, you can use our registered agent services.

Step 4: File Articles of Incorporation with California

Your California nonprofit corporation is legally created when you file your California Articles of Incorporation. These articles identify the name and purpose of your nonprofit corporation. You must list your agent for service of process, including their name and address. Your articles must include the corporation’s street address and mailing address if it’s different. Limitations on your corporation’s operations matching its tax-exempt status and appropriate dissolution and dedication clauses are also required.

Foreign nonprofit corporations include out-of-state and out-of-country organizations. To do business in California, these corporations must file a Statement and Designation by Foreign Corporation with the California Secretary of State. They must include a Certificate of Good Standing from the agency in the state or country of their corporation’s origin with their application.

Step 5: File a California Statement of Information

New nonprofit corporations must submit an Initial Statement of Information (Form SI-100) to the Secretary of State within 90 days of incorporating in California. On this statement, you’ll update your nonprofit’s contact and membership information, including its principal officers and agent for service of process. You can file your Statement of Information online or by mail along with a $20 fee. You must submit a new statement every other year before the end of your nonprofit’s anniversary month, with a $20 fee each time.

Step 6: Create corporate bylaws

Your corporate bylaws should include your nonprofit’s specific purpose, which is often your mission statement, and the core values of your organization. You’ll also outline rules for handling your nonprofit’s activities and affairs. Bylaws typically include a list of your corporation’s officers. California law requires there to be a president, secretary, and treasurer. Other things your bylaws typically contain include:

• Powers of the board
• Duties of the directors
• How directors are elected
• Actions the board can take
• Board meeting details
• Responsibilities and duties of each officer
• Authorizations for board and non-board committees
• Details on voting members’ rights and processes, if applicable
• Level of legal protections provided to directors/officers/employees
• Reports provided to directors and members, if applicable

Step 7: Hold organizational meeting for board of directors

During your first board meeting, board members adopt bylaws and the conflict-of-interest policy, establish a fiscal year, elect authorized directors, and appoint officers. They also must approve:

• Applying for federal and state tax-exemption
• Opening a bank account
• Reimbursing startup expenses
• Compensating the president/CEO, treasurer/CFO, executive director, etc.

Directors may also sign written consents to receive electronic transmissions, which is required by California law to conduct official business electronically.

Step 8: Set up a corporate records binder

Your corporate records binder is where you keep copies of all your corporate records and proceedings. It doesn’t have to be fancy. Many organizations use three-ring binders. Alternately, you can store your records on a computer hard drive, flash drive, or in the cloud. Your records binder typically includes:

• Articles of Incorporation
• Bylaws
• IRS 501(c)(3) approval letter
• Business license(s) and permit(s)
• Annual and biennial reports
• Board member list
• Meeting minutes in chronological order

Step 9: Get tax ID numbers

Apply for a Federal Employer Identification Number (EIN) from the IRS after your nonprofit corporation is legally formed. You can apply for your Federal EIN online or get assistance from our EIN service. If your nonprofit will have employees, you also must get a State Employer Identification Number. After you get your FEIN from the IRS, apply for your SEIN through the California Employment Development Department.

Step 10: Apply for California licenses and permits

California businesses must have a general business license to operate. Licenses are issued at the local level. If your business is in an incorporated city, contact the city. If it’s in an unincorporated area, contact the county.

Your nonprofit may need additional licenses or permits, and it’s your responsibility to obtain them. Licensing and permits are mandated by law. Failure to meet requirements could lead to late fees, penalties, loss of tax-exempt status, and loss of corporate status. CalGOLD is an online permit assistance tool that may help you find local, state, and federal permit information, but some licensing is industry-specific. Get help with your licensing and permit requirements with ZenBusiness’s business license report service.

Step 11: Apply for tax-exempt status

Establishing your IRS tax exemption status as a 501(c)(3) nonprofit organization is a challenging part of forming a California nonprofit corporation. The application contains a lot of legal jargon that can be difficult to understand. You can file your application electronically at Pay.gov. There’s a fee of $600 for Form 1023 and $275 if you’re eligible to use Form 1023-EZ.

After receiving your 501(c)(3) federal determination letter, you can request state tax exemption from the California Franchise Tax Board. The FTB usually recognizes your exemption from state income taxes as of the effective date of your federal tax exemption. Filing Form 3500A is free. You must file Form 3500 and pay a $25 application fee if you don’t have a 501(c)(3) federal determination letter.

Step 12: Register as a charity with the state

Charitable corporations file Form CT-1 with the California Attorney General’s Registry of Charitable Trusts to register as a charity. Applications must include your Articles of Incorporation and bylaws and be filed within 30 days of receiving your charitable assets. Assets include public donations, government grants, property, non-cash donations, or any contribution of value. The initial registration fee is $25, and there are annual renewals and reporting requirements.

Step 13: Acquire insurance for your nonprofit

When it comes to insurance for nonprofit corporations, one size doesn’t fit all. Insurance requirements depend on the type of organization you have and many other factors. Talk to a qualified insurance agent to help you determine your exact insurance policy needs.

Types of insurance plans you may want to acquire include general liability, property, auto, product liability, directors and officers, and professional liability coverage. If you have employees, you need additional insurance under federal and state insurance requirements. You must have workers’ compensation and unemployment insurance, and you may need disability insurance.

Step 14: Open a bank account

Use your FEIN to open a bank account for your California nonprofit corporation. You may also need a copy of your nonprofit Articles of Incorporation and bylaws. Check with the bank to see if they have further requirements.

Guard your nonprofit’s bank account from theft and embezzlement by limiting the number of people who can sign checks. Also, require two signatures on checks over a certain amount and assign different people to handle deposits and record receipts. Reconcile your bank account regularly to make sure disbursements match entries recorded in your books.

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