Nonprofit Articles of Incorporation and Charitable Registration — California

Nonprofit Articles of Incorporation and Charitable Registration (California)

Quick-Reference Summary

Part A — Articles of Incorporation

ARTICLES OF INCORPORATION OF [________________________________]

A California Nonprofit Public Benefit Corporation

Article I — Name

The name of this corporation is [________________________________].

Article II — Type of Corporation

This corporation is a Nonprofit Public Benefit Corporation and is not organized for the private gain of any person. It is organized under the Nonprofit Public Benefit Corporation Law (Cal. Corp. Code § 5110 et seq.) for:

☐ public purposes

☐ charitable purposes

☐ both public and charitable purposes

Article III — Duration

The duration of this corporation shall be perpetual.

Article IV — Purpose

The specific purpose of this corporation is to [________________________________].

The corporation is organized and shall be operated exclusively for charitable, religious, educational, scientific, and/or literary purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and Section 23701d of the California Revenue and Taxation Code.

Article V — Powers and Limitations

5.1 Private Inurement. No part of the net earnings of this corporation shall inure to the benefit of, or be distributable to, its directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the exempt purposes set forth in Article IV.

5.2 Political and Legislative Activity. No substantial part of the activities of this corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation (except as permitted under IRC § 501(h) if a proper election is made), and this corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of, or in opposition to, any candidate for public office.

5.3 Section 501(c)(3) Limitation. Notwithstanding any other provision of these Articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under IRC § 501(c)(3), or (b) by a corporation, contributions to which are deductible under IRC §§ 170(c)(2), 2055(a)(2), or 2522(a)(2).

5.4 Irrevocable Dedication of Assets. The property of this corporation is irrevocably dedicated to the purposes set forth in Article IV, and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer, or member thereof or to the benefit of any private person.

Article VI — Membership

☐ This corporation shall have members as defined in the bylaws.

☐ This corporation shall not have members within the meaning of Cal. Corp. Code § 5056.

Article VII — Initial Directors

The number of initial directors is [____]. The names and addresses of the initial directors are:

Article VIII — Registered Agent and Office

Initial Agent for Service of Process: [________________________________]

The agent must be a California resident (not a P.O. box) or an active 1505 corporation.

Initial Street Address of Corporation:

[________________________________]
[City], California [ZIP]

Initial Mailing Address (if different):

[________________________________]
[City], California [ZIP]

Article IX — Indemnification

This corporation shall indemnify its directors, officers, employees, and agents to the fullest extent permitted by Cal. Corp. Code §§ 5238 and 7237, as may be further specified in the bylaws of this corporation.

Article X — Dissolution and Distribution of Assets

Upon the dissolution or winding up of this corporation, its assets remaining after payment, or provision for payment, of all debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation, or corporation which is organized and operated exclusively for charitable, educational, religious, and/or scientific purposes and which has established its tax-exempt status under IRC § 501(c)(3) and Cal. Rev. & Tax. Code § 23701d. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.

Article XI — Incorporator(s)

The name and address of the incorporator(s) signing these Articles:

Name: [________________________________]

Address: [________________________________]

Signature Block

I/we, the undersigned, being the incorporator(s) of the corporation, have executed these Articles of Incorporation on the date set forth below.

Signature: ___________________________________

Print Name: [________________________________]

Date: [__/__/____]

Part B — Filing Instructions

Filing Agency:

California Secretary of State
Business Programs Division — Business Entities
1500 11th Street, Sacramento, CA 95814
Mailing: P.O. Box 944260, Sacramento, CA 94244-2600

Online portal: https://bizfileonline.sos.ca.gov

Filing fee: $30.00 (check or money order payable to "Secretary of State"; credit card accepted online and at counter)

Expedited filing options (Sacramento drop-off only):

• Counter drop-off priority service: $15 (non-refundable, in addition to filing fee)
• Class A expedite (24-hour): $350
• Class B expedite (same-day): $750
• Class C expedite (4-hour): $500

Required filing package:

☐ Completed Form ARTS-PB-501(c)(3) (or compliant custom Articles)
☐ Filing fee
☐ Submission Cover Sheet (if mailing or dropping off)

Post-formation state filings:

☐ Initial Statement of Information (Form SI-100) — due within 90 days of filing Articles ($20)
☐ FTB Form 3500 or Form 3500A — California franchise tax exemption application
☐ Form CT-1 — initial registration with AG Registry of Charities and Fundraisers (within 30 days of receiving charitable assets)

Part C — Charitable Solicitation Registration

Cover Letter Template

[Date]

Registry of Charities and Fundraisers
California Department of Justice
P.O. Box 903447
Sacramento, CA 94203-4470

Re: Initial Registration — [Organization Name]
EIN: [__________-________]

Dear Registrar:

Enclosed for filing please find the initial registration package for [Organization Name], a California Nonprofit Public Benefit Corporation. Pursuant to Cal. Gov. Code § 12585, this registration is filed within thirty (30) days of the organization's initial receipt of charitable assets.

Enclosures:

☐ Completed Form CT-1
☐ Articles of Incorporation (file-endorsed copy)
☐ Bylaws
☐ IRS determination letter (501(c)(3)) — or IRS Form 1023/1023-EZ submission confirmation if pending
☐ Most recent IRS Form 990, 990-EZ, or 990-PF, OR a founding balance sheet and statement of revenue and expenses if no return has yet been filed
☐ Initial registration fee of $50.00 (check payable to "Department of Justice")

Please direct any correspondence to the registered agent identified above.

Sincerely,
[________________________________]
[Title]

Required Initial Registration Form

• Form name: Initial Registration Form
• Form number: CT-1
• Filed with: California Attorney General, Registry of Charities and Fundraisers
• Form URL: https://oag.ca.gov/system/files/media/ct1-form.pdf
• Statutory deadline: Within 30 days of first receiving charitable assets (Cal. Gov. Code § 12585)
• Initial filing fee: $50.00

Fee Schedule — Annual Renewal (Form RRF-1)

Renewal fees are based on total gross annual revenue for the fiscal year being reported:

Required Attachments — Initial and Renewal

Initial (with Form CT-1):

☐ Articles of Incorporation (file-endorsed copy)
☐ Bylaws
☐ IRS determination letter (or Form 1023/1023-EZ pending confirmation)
☐ Most recent IRS Form 990/990-EZ/990-PF or founding financials
☐ $50.00 registration fee

Annual renewal (with Form RRF-1):

☐ IRS Form 990, 990-EZ, or 990-PF as filed with the IRS — exclude all pages of Schedule B per Registry instructions and Americans for Prosperity Foundation v. Bonta, 141 S. Ct. 2373 (2021)
☐ Form CT-TR-1 (Annual Treasurer's Report) if organization is not required to file Form 990/990-EZ
☐ Audited financial statements if gross revenue ≥ $2,000,000 (Cal. Gov. Code § 12586(e))
☐ Renewal fee per schedule above

Annual Renewal Form and Deadline

• Renewal form: RRF-1 (Annual Registration Renewal Fee Report)
• Due date: 4 months and 15 days after the end of the organization's fiscal year (e.g., May 15 for calendar-year filers)
• Online portal: https://oag.ca.gov/charities/renewals
• Mailing address:
  Registry of Charities and Fundraisers
  P.O. Box 903447
  Sacramento, CA 94203-4470

Exemption / Exclusion Categories

The following organizations are NOT required to register with the Registry of Charities and Fundraisers:

☐ Religious corporations formed under Cal. Corp. Code § 9130 (the Nonprofit Religious Corporation Law)
☐ Educational institutions whose curriculum is registered with or accredited by an appropriate state or federal agency
☐ Hospitals and health-care service plans regulated under the Knox-Keene Act
☐ Cemetery corporations regulated under the Cemetery Act
☐ Mutual benefit corporations that hold no assets in charitable trust for the public
☐ Governmental entities and political committees

Part D — Pre-Filing Checklist

Pre-Formation

☐ Name availability confirmed via bizfile.sos.ca.gov
☐ Mission and specific purpose drafted and approved by founding board
☐ At least 1 (preferably 3+ unrelated) initial directors identified
☐ Verified compliance with Cal. Corp. Code § 5227 "51% rule" (no more than 49% interested directors)
☐ Initial agent for service of process secured (California resident or 1505 corporation)
☐ Bylaws drafted
☐ Conflict-of-interest policy adopted (IRS Form 1023 prerequisite)

State Formation

☐ Form ARTS-PB-501(c)(3) completed and signed by all incorporators
☐ $30 filing fee included (check payable to Secretary of State)
☐ Submitted via bizfileonline.sos.ca.gov OR mailed/dropped off in Sacramento
☐ File-endorsed copy retained for corporate records book

Federal Tax Exemption

☐ EIN obtained from IRS (Form SS-4 or online)
☐ IRS Form 1023 or 1023-EZ filed (filing fee $275 EZ / $600 standard)
☐ IRS determination letter received and filed in corporate records

California Tax Exemption

☐ FTB Form 3500 or 3500A filed for California franchise tax exemption
☐ Sales tax / property tax exemptions pursued if applicable

Charitable Registration

☐ Form CT-1 filed within 30 days of first receipt of charitable assets
☐ $50 initial registration fee remitted
☐ Articles, bylaws, IRS determination letter, founding financials attached
☐ Calendar set for annual RRF-1 renewal (4 months 15 days after FYE)
☐ Audit requirement evaluated annually ($2M+ revenue triggers audit per § 12586(e))

Post-Formation Governance

☐ Statement of Information (Form SI-100) filed within 90 days
☐ Initial board meeting held; bylaws ratified; officers elected
☐ Conflict-of-interest disclosures completed by directors
☐ Corporate records book opened
☐ Bank account opened using EIN and file-endorsed Articles

Sources and References

• California Secretary of State — Business Entities: https://www.sos.ca.gov/business-programs/business-entities
• Form ARTS-PB-501(c)(3): https://bpd.cdn.sos.ca.gov/corp/pdf/articles/corp_artspb.pdf
• California Attorney General, Registry of Charities and Fundraisers: https://oag.ca.gov/charities
• Form CT-1 (Initial Registration): https://oag.ca.gov/system/files/media/ct1-form.pdf
• Form RRF-1 (Annual Renewal): https://oag.ca.gov/system/files/media/rrf1_form.pdf
• Cal. Corp. Code (Nonprofit Public Benefit Law): https://leginfo.legislature.ca.gov/faces/codesTOCSelected.xhtml?tocCode=CORP
• Cal. Gov. Code § 12580 et seq.: https://leginfo.legislature.ca.gov/faces/codesTOCSelected.xhtml?tocCode=GOV
• California Franchise Tax Board — Exempt Organizations: https://www.ftb.ca.gov/businesses/Exempt-organizations
• IRS Publication 557, Tax-Exempt Status for Your Organization: https://www.irs.gov/pub/irs-pdf/p557.pdf
• IRS Form 1023 / 1023-EZ: https://www.irs.gov/forms-pubs/about-form-1023
• Americans for Prosperity Foundation v. Bonta, 141 S. Ct. 2373 (2021) — donor disclosure