Checklist for Forming a Nonprofit Corporation in California

So you want to form a tax exempt nonprofit corporation? Here are the basic legal steps required to incorporate under California laws, get tax exempt status at the federal and state level, establish basic corporate governance and complete other initial filings.

  1. Choose a corporate name and determine availability. Reserve the name and/or trademark the name, if appropriate and desired.
  1. Prepare and file articles of incorporation with the Secretary of State.
  1. Draft bylaws of the corporation in compliance with California law.
  1. Set up a corporate records book (“a minute book”).
  1. Draft an action of incorporator to appoint the initial corporate directors and adopt the bylaws.
  • Sample action of incorporator is here.
  1. Apply on-line and obtain a federal Employer Identification Number (FEIN).
  1. File the first Statement of Information with the CA Secretary of State.
  1. Register with the California Attorney General’s Registry of Charitable Trusts.
  1. Hold the first meeting of directors, elect officers, determine principal office, establish bank account, establish accounting year and take other appropriate board actions.
  1. File for tax exempt status with the IRS.
  1. File for tax exempt status with the California Franchise Tax Board.
  1. Apply for a nonprofit mailing permit with the U.S. Postal Service.
  1. Establish procedures to make required periodic filings with the Internal Revenue Service, the California Franchise Tax Board and the California Attorney General and Secretary of State.

Further reading:

California Attorney General’s Guide for Charities: http://oag.ca.gov/sites/all/files/pdfs/charities/publications/guide_for_charities.pdf?

Public Counsel Law Center, Community Development Project Resources for Developing a Tax Exempt California Nonprofit Corporation: http://www.publiccounsel.org/pages/?id=0022

Anthony Mancuso, Forming a Nonprofit Corporation in California, Nolo Press (2011): http://www.nolo.com/products/how-to-form-a-nonprofit-corporation-in-california-non.html

Written by Cameron Holland.