California Nonprofit Document Requirements

Naming your organization is one of the hardest things you’ll do! Choose a name that conveys your organization’s purpose and is memorable for potential donors and constituents.

You cannot use a name currently registered in the state, so you also want to check the availability of your chosen name (https://bizfileonline.sos.ca.gov/search/business). Consider a few variations that can be registered instead if your chosen name is taken.

After selecting a name, you need to designate an incorporator and registered agent. What are these roles? Let’s explore.

• Incorporator: The Incorporator incorporates the business. They are responsible for filing the paperwork with the state, and their responsibilities end once the company is established.
• Registered Agent: A Registered Agent plays a vital role in handling legal documents received by your organization. The registered agent must either be a resident of California or a corporation authorized to conduct business there. By appointing a qualified registered agent, you ensure that critical legal communications and notices are promptly received and appropriately addressed on behalf of your organization.

The Board of Directors assumes responsibility for guiding and making decisions on behalf of the organization. Typically, a board comprises critical positions such as a president, treasurer, secretary, and other roles necessary for effective organizational governance.

Think of the Board as the people who run and manage the nonprofit organization. They may hire staff members to conduct business, but they are still always responsible for the organization.

Per federal regulations, a minimum of three directors who are not related to one another must be appointed (unless the organization is a Private Foundation, where related board members are ok). The organization’s Bylaws typically outline the specific board positions, ensuring compliance with internal guidelines and state requirements.

Forming a nonprofit in California requires a lot of paperwork. The Bylaws and Conflict of Interest Policy helps govern the organization’s operations.

• Bylaws: Bylaws serve as a comprehensive set of rules that dictate the operations and governance of the nonprofit.
• Conflict of Interest Policy: The Conflict of Interest policy aims to safeguard the organization’s integrity by ensuring that decisions made by the board and officers are in the organization’s best interest and do not benefit individual members.

This step is a big one! Incorporating legally establishes your organization in California, making everything official. The Articles of Incorporation are legal documents that include essential information about the nonprofit, such as its name, address, incorporator, registered agent, and more.

When the IRS establishes federal tax-exempt status (which we’ll talk about later in this guide), specific clauses must appear in your Articles of Incorporation. California does include these automatically when filing.

California charges a $5.00 filing fee and typically processes applications in 5 to 7 business days.

Once you have obtained your Articles of Incorporation for your nonprofit organization, the next step is to apply for a Federal Employer Identification Number (EIN). This unique number serves as an identifier for your organization and is issued by the Internal Revenue Service (IRS). An EIN enables your nonprofit to conduct various business activities, such as opening bank accounts, filing state and federal taxes, and hiring employees.

Did you know there are over two-dozen types of 501(c) tax-exempt organizations? 501(c)(3) is by far the most common and well-known, but it may not be the one that fits your organization. Determine which type of 501(c) tax-exempt nonprofit your organization is and prepare the appropriate application. It will likely be the IRS 1023, 1023 EZ, or 1024.

The IRS charges a $275 to $600 filing fee and typically processes applications in a few months.

Most states require all nonprofit organizations to register for a permit to solicit before they begin asking the public for funding. California is one of those states. This is called the Charity Registration.

California charges a $50.00 filing fee.

To maintain full compliance, you also want to file the following in California:

• Franchise Tax Exemption: This exempts your organization from state corporate income taxes and can be filed after the IRS issues a tax-exempt determination.

Compliance refers to everything necessary to keep your organization active and legal. Compliance occurs at both the federal and state level. Here’s what’s required in California:

• Annual Report: Due within 90 days of incorporating, and then bi-annually by the last day of your incorporation anniversary month. Failing to file an Annual Report may cause your organization to be automatically dissolved, meaning it is no longer a legal entity.
• Charity Registration Renewal: Due annually 4 months and 15 days after the organization’s fiscal year end. Remember, failing to renew will lead to the organization illegally soliciting funds.
• Federal 990: Nearly all organizations must file a Form 990 Annual Report to maintain tax-exemption status. The 990 return is due on the 15th day of the 5th month after the end of the organization’s fiscal year. Failure to file for three consecutive years will automatically revoke the organization’s tax-exempt status!