How to Form a Nonprofit in California

Two people forming a nonprofit in California

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Before You Begin

Consider Forming a 501(c)(3)

To form a nonprofit corporation in California, follow the steps below. It is also advisable for your California nonprofit to obtain a 501(c)(3) status from the IRS, as this will enable federal tax exemption for your California nonprofit corporation. Learn more about 501(c)(3) nonprofits here.

To start a 501(c)(3) nonprofit corporation in California you must:

  1. Form a nonprofit corporation according to the rules of the state
  2. Apply for 501(c)(3) tax-exempt status with the IRS

You will need the following documents:

In addition, most 501(c)(3) charities in California will also want to apply for state tax exemptions using California’s Application for Exemption.

Forming a Nonprofit in California is easy, just follow these 5 steps:

Step 1: Name Your California Nonprofit

The name you select for your nonprofit will establish its brand. It is the first thing most people will learn about your organization. It is important to pick a name that both aligns with your mission and follows the rules of naming in California.

To learn more, read our How to Name a Nonprofit in California guide.

Nonprofit Naming Guidelines

  • The name of you pick for your organization must:
    • Words related to the United States Olympic Committee such as: ‘Olympic’, ‘Olympiad’, or ‘Citius Altius Fortius’.
    • Not include terms associated with a financial institution such as: ‘Bank’, ‘bank and trust’, ‘trust’ or ‘trust company’ unless prior approval is obtained from the Commissioner of Financial Institutions.
    • Not be deceptively similar to another business operating in the state of California unless consent and approval is obtained.
    • Not mislead the public in any way.
  • You can read the Secretary of State's official guidelines for the complete rules on naming a California-based organization.

Is the Name Available?

The name of your nonprofit must be distinct from that of any other corporation in California. Use the Business Entity Search to conduct a preliminary search to see if the name appears to be available.

You can follow up with a formal Name Availability Inquiry Letter to make sure the name you have selected has not already been taken.

Is the Website Domain Name Available?

If you plan to have a website for your organization, you will want to make sure that a suitable URL is currently available on GoDaddy.

You may want to buy any URLs you are interested in, to make sure they are available when you are ready to finalize and create your website.

Find a Domain Now

Service provided by GoDaddy.com

After registering a domain name, consider setting up a professional email account (@yourcompany.com). Google's G Suite offers a business email service that comes with other useful tools, including word processing, spreadsheets, and more. Try it for free

Step 2: Choose Your California Nonprofit's Structure

Nonprofits in California have four corporate structure options to choose from. Each has a separate purpose, tax-exempt potential, and articles of incorporation form to fill out. Your options include:

Option 1: Mutual Benefit
Mutual benefit nonprofits are not eligible for federal or state tax exemptions. These organizations may not make the public think the organization’s purpose is charitable, religious, or for public benefit. In addition, it cannot imply it is a charitable foundation.

Option 2: Public Benefit
Public benefit nonprofits are eligible for federal or state tax exemptions. Public benefit nonprofits are designed to function as a civic league, social welfare organization, or was designed to be a charitable organization.

Option 3: Religious
Religious nonprofits' primary purpose is to function as a religious organization or for religious purposes.

Option 4: Common Interest Development
Common Interest Development nonprofits are required to follow the guidance set forth in the Davis-Stirling Common Interest Development Act. These nonprofits include organizations such as homeowners associations.

NOTE: For the rest of this guide, we are assuming that you will be filing as a public benefit nonprofit.

Step 3: Appoint a California Registered Agent

A nonprofit corporation in California is required to have a registered agent with a California address.

What is a Registered Agent? A registered agent is an individual or business entity responsible for receiving important legal documents on behalf of your business. Think of your registered agent as your business' point of contact with the state.

Who can be a Registered Agent? A registered agent must be a resident of California or a corporation, such as a registered agent service, authorized to transact business in California. You may elect an individual within the company including yourself.

Incfile provides the first year of registered agent service free with nonprofit formation ($49 + State Fees)

Step 4: Select Your Board Members and Officers

The directors of a nonprofit are responsible for overseeing the operations of the organization. The directors come together to form a board.

Features of directors:

  • All the directors of an organization together form the board of directors.
  • The power and influence of the directors over the organization is as the board of directors, the directors do not have authority as individuals.
  • The board typically creates the policies that govern the nonprofit. The board of directors also oversee management-level hiring like that of the officers.

The officers of a nonprofit (such as the president or the secretary) are individuals with responsibilities, and the authority to execute based on their job descriptions.

Together, the officers and the board will come together to make up the organizational structure of your nonprofit.

An officer may also be on the board of directors and serve both roles if allowed to do so by the organizational bylaws created by your team.

The organization structure of your nonprofit in California MUST include:

  • At least 3 directors not related to each other
  • A president and/or chair of the board
  • A secretary
  • A treasurer or chief financial officer

NOTE: The president may not also hold the office of secretary or treasurer.

To learn more, read our guide on how to select board members for your nonprofit.

Step 5: File The California Articles of Incorporation

To become a nonprofit corporation in California you must file Form ARTS-PB-501(c)(3): the articles of incorporation for a nonprofit public benefit corporation.

Here are the sections that you will need to complete.

Mail Submission Cover Sheet

  1. Contact Person’s: Name and Email Address
  2. Entity: Name, Number (if applicable), and applicable comments
  3. Return Address

Section 1: Corporate Name
Enter the name you selected in Step 1.

Section 2: Business Address
Enter your nonprofit’s complete address. It cannot be a P.O. Box.

Section 3: Service of Process aka Registered Agent & Registered Office
The registered agent can be any entity registered to do business in California or any person who is a resident of the state. Your organization cannot act as its own registered agent.

Any person you designate as the registered agent must have already explicitly consented to act as the registered agent for your organization even though you do not need to include proof of consent with your Form ARTS-PB-501(c)(3).

Enter the information of the individual or corporation you selected in Step 3.

Section 4: Purpose Statement
4a) Select one or both boxes that correctly identify the purpose of your nonprofit.
4b) If you selected public purposes in Section 4a or you plan to file for state tax exemptions, you must complete this section. Describe the purpose of your nonprofit organization.

In order to qualify for 501(c)(3) status, the organization’s purpose must explicitly be limited to one or more of the following:

  • Charitable
  • Religious
  • Scientific
  • Literary
  • Testing for public safety
  • Fostering national/international amateur sports competition
  • Preventing cruelty to animals/children

NOTE: You can read the IRS guidelines here.

Section 5: Additional Statements
These statements are used to align your Articles of Incorporation with the federal and state government’s requirements to be eligible for 501(c)(3) and tax-exempt statuses. These statements may not be altered in any way.

Section 6: Signatures
All initial incorporators must sign and date the form affirming everything written in the form. You are also affirming that the registered agent listed has already consented to be the registered agent for this nonprofit organization.

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There are two ways to submit your Articles of Incorporation: by mail or in-person.

The filing fee is $30, with a $15 counter service fee for in-person filings.

  • Checks and money orders for mailed forms must be made payable to the "Secretary of State"
  • Accepted credit cards for online filing include Visa and Mastercard
  • Cash payments are accepted for in-person filings

Submit the Articles of Incorporation to the mailing address found below:

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Secretary of State
Business Entities Filing Unit
P.O. Box 944260
Sacramento, CA 95814

Submit the Articles of Incorporation to the office address found below:

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Business Entities
1500 11th Street
Sacramento, CA 95814

Nonprofit Formation FAQ

How long does it take to process Form ARTS-PB-501(c)(3)?

The state regularly publishes its current processing times, which are available here.

How can I expedite this process?

If you want to expedite the processing of your form, you can utilize the state’s Preclearance and Expedited Filing Services for an additional fee.

How do I contact the Secretary of State for more information?

You can call for information at (916) 657-5448 or visit them at their website.

Nonprofit Operating Procedures & Housekeeping

File Statement of Information

Within 90 days of filing the Articles of Incorporation, you must file Form SI-100. This can be done online or by mailing the form to the address below:

Secretary of State
Statement of Information Unit
P.O. Box 944230
Sacramento, CA 94244-2300

Filing Fee: $20

For more information, you can call the Secretary of State at (916) 657-5448 or visit them at their website.

Draft Bylaws And Conflict Of Interest Policy

There are two documents that will be central to the running of your nonprofit:

Bylaws: These are the rules that determine how your organization will be governed and run.

You can think about it as a constitution for your nonprofit. It makes the rules and priorities clear for everyone involved.

In your bylaws be sure to include:

  • How the nonprofit will be governed – the role of directors and officers
  • How meetings are held, voting procedures, electing officers or directors.
  • How records will be kept and managed
  • How disputes will be handled
  • How bylaws will be added amended in the future

NOTE: Keep in mind that the bylaws will supplement any rules set forth by the federal government or the state.

Ready to get started? Check out these bylaws templates which you can customize to suit the needs of your organization.

The Conflict of Interest Policy: These are the rules set to ensure that decisions being made for the nonprofit are based on what is best for the organization, and not being motivated by what is best for individuals.

Under Appendix A the IRS provides a sample Conflict of Interest Policy.

NOTE: You will want to have both these documents drafted before for your first organizational meeting

Conduct An Organizational Meeting

An organizational meeting is the first official meeting of your nonprofit! Some of the things that are discussed in a typical organizational meeting:

  • Taking attendance to show you have a quorum (minimum number needed)
  • Appointing temporary officers, chairmen, secretary, etc.
  • Adoption of the bylaws
  • Adoption of conflict of interest policy

Don’t forget to record “minutes” of the meeting and have it signed by all attending directors. Here are some corporate minutes templates to help you get the ball rolling.

NOTE: This meeting must occur before your organization can apply for 501(c)(3) federal tax exempt status.

Get An EIN

An EIN or Employment Identification Number (also called a Federal Tax Identification Number or Federal Employment Identification Number), is used to uniquely identify a business entity. You can think of the EIN as a social security number for your nonprofit.

The EIN is required for your organization whether or not it will have any employees.

The EIN will be used for things like:

  • Filing for 501(c)(3) status
  • Opening a bank account
  • Applying for tax-exempt status
  • Submitting tax returns

Once your nonprofit is formed, you can apply for an EIN for your nonprofit via Form SS-4.

NOTE: If you use a nonprofit formation service, EIN assistance might already be included in the package.

Open A Business Bank Account

You will typically need to take with you the following items to open a bank account for your nonprofit:

  1. The EIN for the nonprofit
  2. A copy of the nonprofit’s bylaws
  3. A copy of the Articles of Incorporation

If your nonprofit has several directors or officers, some banks may also ask for proof that you are authorized to open the account on behalf of the nonprofit.

There are many great options when it comes to picking a bank. Here are the reviews of the top 5 business bank accounts we recommend.

NOTE: It is always best to call ahead. Your bank may require some additional documents.

Start a Corporate Records Book (Optional)

As a nonprofit corporation, your organization will need to keep track of many important documents. This includes documents such as:

  • Articles of Incorporation
  • EIN
  • Tax forms
  • Nonprofit bylaws
  • Meeting minutes

We recommend starting a dedicated corporate records book early so that as you start receiving these critical legal documents, they can be kept organized from the very beginning.

While you can keep track of everything using supplies from any office store, it may be easier to use a pre-assembled kit that has the things you need in one place. Blumberg and Bindertek have some options specifically designed to meet the needs of nonprofit corporations.

How to Apply for Tax Exemptions

Applying for Exemption from Federal Taxes - 501(c)(3) Status

To be exempt, your nonprofit organization must apply to both the IRS to be exempt from federal taxes, and the California Franchise Tax Board for exemption from state taxes.

Before your nonprofit can apply for 501(c)(3) status it must:

In order to file for tax-exempt status, most organizations will need to file Form 1023 online or by mail (fee: $600).

There are two exceptions:

  • If your organization’s annual gross receipts are below $50,000 then you may be able to file Form 1023-EZ (fee: $275). Check your eligibility here.
  • If your organization is a religious institution or has annual gross receipts in each taxable year of no more than $5,000 you may be considered tax-exempt without filing Form 1023. Religious institutions and organizations with gross receipts under $5,000 can still choose to file Form 1023. This would give them a determination letter that specifies that contributions to the organization are tax-deductible.

Applying for Exemption from State Taxes

State Franchise or Income Tax Exemption

Once you have received your 501(c) determination letter from the IRS, you can file for state franchise or income tax exemption using form FTB-3500A.

You can access more information about franchise and income tax exemptions and requirements Franchise Tax Board’s guidance.

Sales and Use Tax

The majority of nonprofits in California are required to pay sales and use tax. To learn more about the nonprofits that are eligible for an exemption, access the California Department of Tax and Fee Administration’s Exemptions and Exclusions document.

Nonprofit Tax FAQ

When should an organization apply for federal tax exemption?

Form 1023/1023-EZ must be filed within 27 months from the end of the first month your organization was created.

How long will it take for the IRS to process Form 1023/1023-EZ?

Soon after sending your application you should receive an acknowledgment of receipt of your application.

If your application is simple and complete, IRS will send your determination letter within:

  • 90 days for Form 1023-EZ
  • 180 days for Form 1023

If you have not heard from them by that time you can call 877-829-5500 to enquire about your application.

Protect Your Nonprofit

Get Business Insurance

As with any other business, there may be risks involved in running the nonprofit. Getting insurance for your nonprofit allows you to focus on your passion while minimizing your liability.

Here are some of the common types of insurance you may want to consider for your organization:

  • General Liability Coverage
  • Directors and Officers Coverage
  • Social Service Professional Coverage

Your coverage needs will vary based on your organization and the work you do.

Properly Sign Legal Documents

There will be times when you will be signing a document on behalf of your nonprofit. It is important that these times are easily distinguishable from when you are signing a document as an individual. If a document isn’t properly signed, you might suddenly find yourself personally responsible for something the organization should have been liable for.

To avoid such confusion we recommend you and all the members of your organization follow the following format:

  • The official name of your nonprofit
  • Your signature
  • Your full legal name
  • Your position in the organization

How To Keep Your Nonprofit Compliant

Get A Registered Agent

Nonprofits that have incorporated are required to maintain a registered agent with an office address in California.

If the agent or the office address changes, you must report this change to the Secretary of State via the Statement of Information form (SI-100).

File Required Periodic Reports

Every nonprofit registered in California must submit a Statement of Information (SI-100 form) within 90 days of registering with the Secretary of State. In addition, nonprofits must file an SI-100 every two years.

Finally, nonprofits can file an ad-hoc SI-100 form outside of the required schedule if they need to inform the Secretary of State of changes to their organization.

Determine California Business Permits And Licenses

As a nonprofit in the state of California, your organization may need to obtain specific permits and/or licenses depending on the nature of your business.

Access CalGOLD, through the Governor’s Office of Business and Economic Development, to learn more about which permits and licenses apply to your business.

Fundraising

There are three things you need to keep in mind if your organization will be receiving donations:

  • If your nonprofit will be receiving charitable donations, it must register with the Attorney General’s Registry of Charitable Trusts within 30 days of receiving your first donation. You can use Form CT-1 to register, and the fee is $25.
  • In addition, volunteer solicitors do not need to register with the Attorney General, but professional solicitors must register.
  • Finally, if your nonprofit will be engaging in any type of fundraising activity, including raffles, bingo, and telemarketing, you must follow strict guidelines set forth by the Attorney General. Read the Attorney General’s Guidance for Charities and be sure to register a raffle in advance if you are eligible to do so.

Mail Form CT-1 to the address below:

State of California
Office of the Attorney General
Registry of Charitable Trusts
P.O. Box 903447
Sacramento, CA 94203-4470

For more information, you can call the Office of the Attorney General at (916) 445-2021, fax them at (916) 444-3651, or visit them at their website.

Employees

If your organization will have employees you must register with the California Employment Development Department.

You can easily register online or find the contact information for your local workforce commission here.

Public Inspection Rules for 501(c)(3) Organizations

Organizations that have been granted the 501(c)(3) status are required to disclose the following documents to the public when requested:

  • Annual returns for 3 years after the due date (this includes returns like Form 990, 990-EZ, 990-PF, and any Forms 990-T)
  • All Form 990 Schedules (except portions of Schedule B), attachments and supporting documents.
  • Application of exemption and all supporting documents such as Form 1023
  • The official paperwork from the IRS that shows that your organization has tax-exempt status.

The following do NOT need to be shared with the public

  • Portions of Schedule B of Form 990/990-EZ that identify the contributors. ( You only need to disclose the amount contributed and the nature of the contributions)
  • Any unfavorable rulings such as an earlier denial of tax-exempt status.
  • Any information the IRS has said you can withhold. This may include things like sensitive patents and trade secrets.

Documentation FAQ

How long do I have to produce these documents if requested?

Ideally within the same day. If your organization doesn’t have an office or maintains limited hours during parts of the year, the information should be made available within two weeks.

Do I need to provide copies of the documents?

If someone asks for copies in person or in writing you must provide them with copies.

Can I charge for copies?

You can charge a reasonable amount for making copies of the documents requested.

NOTE: It may be easiest to have the documents available on your website so that anyone who requests copies can be sent to the site. This allows you to stay compliant without having to spend a lot of time dealing with document requests.

Annual Returns for Tax-Exempt Organizations

Most tax-exempt nonprofit organizations are required to file an annual return with the IRS (Click here for a list of exceptions).

Which form you should use to file the annual returns depend on the annual gross receipt amounts for your organization.

‘Gross receipt’ is defined by the IRS as “the total amounts the organization received from all sources during its annual accounting period, without subtracting any costs or expenses”

  • For gross receipts < $50,000 --- File 990-N
  • Gross receipts <$200,000 and total assets <$500,000 --- File 990-EZ
  • Gross receipts > $200,000 or Total assets > $500,00 --- File 990

For any questions, you can call the IRS at

  1. (800) 829-3676 (Form-related questions)
  2. (800) 829-1040 (General information)

When is form 990 due?

You have a little over 4 months after your taxable year comes to an end to file Form 990. It is due on the 15th day of the 5th month. So if your taxable year ends on Dec 31st, your form 990 is due on May 15th.

NOTE: If your organization fails to file form 990 for 3 consecutive years, it will automatically lose its tax-exempt status.

Report Unrelated Business Income

If your organization has a gross income of >$1000 from a trade or business that is not related to the stated purpose of the organization, then it must file Form 990-T to pay tax on that income.

If you expect to pay $500 or more for the year in taxes on unrelated business income, your organization must pay a quarterly estimated tax on the unrelated business income using Form 990-W.

State of California Nonprofit Quicklinks