Information about setting up new company

Not-for-profit Corporations

• California nonprofit, nonstock corporations organized for religious, charitable, social, educational, recreational or similar purposes are formed under the Nonprofit Corporation Law, commencing with California Corporations Code Section 5000.

The name of the corporation

• The name must not be likely to mislead the public, be the same as, or resemble so closely as to lead to deception, the name of a domestic or qualified foreign corporation, a name under reservation, or the registered or assumed name of a foreign corporation. The name would need Superintendent of Bank's approval if it contained the words "Bank," "Trust," or "Trustee."

The three primary types of nonprofit corporations, namely, public benefit, mutual benefit and religious, are described below.

1. A corporation organized primarily for charitable purposes and which plans to obtain state tax exempt status under Section 23701d of the Revenue and Taxation Code and/or federal tax exempt status under Section 501(c)(3) of the Internal Revenue Code or organized to act as a civic league or a social welfare organization and which plans to obtain state tax exempt status under Section 23701f of the Revenue and Taxation Code and/or federal tax exempt status under Section 501(c)(4) of the Internal Revenue Code is a nonprofit PUBLIC BENEFIT corporation.
2. A corporation for other than religious, charitable, civic league or social welfare purposes and planning to obtain tax exempt status under provisions other than Sections 23701d, 23701f, 501(c)(4) or not planning to be tax exempt at all is a nonprofit MUTUAL BENEFIT corporation.
3. A corporation organized to operate a church or to be otherwise structured for primarily religious purposes is a nonprofit RELIGIOUS corporation.

• Articles of Incorpoartion containing the following information :
• • The Articles must include a statement of the name of the corporation, which name must be exactly as you want it to appear on the records of the Secretary of State.
  • Mutual Benefit Corporation – This exact statement is required by the California Corporations Code and cannot be modified.
    Public Benefit Corporation – This exact statement is required by the California Corporations Code and cannot be modified except to include the applicable purpose description.
    Religious Corporation – This exact statement is required by the California Corporations Code and cannot be modified.
  • A statement describing the specific purpose should to be included and, in fact, must be included if the corporation is organized for public purposes or if the corporation intends to apply for state franchise tax exemption.
  • The Articles must include a statement as to the name and California address of the initial agent for service of process. The designated agent, whether an individual or a corporation, must agree to accept service of process on behalf of the corporation prior to designation. A corporation cannot designate itself as its own agent for service of process. When designating another corporation as agent, that other corporation must have previously filed a Certificate Pursuant to Section 1505, California Corporations Code, with the Secretary of State. When a corporate agent is used, the address of the designated corporation must be omitted.
  • The Franchise Tax Board requires this language before state tax exemption may be granted.
  • The Articles of Incorporation must be originally signed by an incorporator, or by directors, if initial directors have been named in the document. If directors are named, each director must both sign and acknowledge the articles. The names of incorporators or directors must be typed beneath their signatures.
    The original and at least two copies of the Articles of Incorporation, together with the applicable fee, must be mailed or hand delivered to the Secretary of State’s office. (If documents are filed in the Fresno, Los Angeles, San Diego or San Francisco regional office, a duplicate original is also required).

• Filling Fees :
• • The fee for filing Articles of Incorporation on behalf of a nonprofit, nonstock corporation is $30.00. Check(s) should be made payable to the Secretary of State.
  • Any additional copies submitted with the original will be certified upon request and payment of the $8.00 per copy certification fee.