Below you will find a sample California articles of incorporation and/or related documents.
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California Articles of Incorporation (Religious corporation)
ARTICLES OF INCORPORATION
I.
The name of this corporation is (NAME OF CORPORATION).
II.
A. This corporation is a RELIGIOUS CORPORATION and is not organized for the private gain of any person. It is organized under the Nonprofit Religious Corporation Law exclusively for religious purposes.
B. The specific purpose of this corporation is to _________ _______________
III.
The name and address in the State of California of this corporation's initial agent for service of process is:
Name _________
STREET Address (DO NOT USE POST OFFICE BOX)
City _________ State CALIFORNIA Zip _________
IV.
A. This corporation is organized and operated exclusively for religious purposes within the meaning of Section 501(c)(3), Internal Revenue Code.
B. No substantial part of the activities of this corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate or intervene in any political campaign (including the publishing or distribution of statements) on behalf of any candidate for public office.
Secretary of State Sample
ARTS-RE (11-95)
V.
The property of this corporation is irrevocably dedicated to religious purposes 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. Upon the dissolution or winding up of the 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 religious purposes and which has established its tax exempt status under Section 501(c)(3), Internal Revenue Code.
(Signature of Incorporator)
_______________
(Typed Name of Incorporator), Incorporator
INSTRUCTIONS:
To incorporate you may prepare documents following the applicable sample provided once it has been determined which type of nonprofit corporation is to be formed. Documents must be typed with letters in dark contrast to the paper. Documents submitted which would produce poor microfilm will be returned unfiled. Articles of Incorporation may be drafted to include all required provisions and any statutory permissive provisions including initial directors. The Secretary of State does not have samples containing permissive provisions.
Article I. —is to be completed with the name of the corporation exactly as the name is to appear on the records of the Secretary of State.
Article II A. —
Mutual Benefit Corporation—has been taken directly from the California Corporations Code as is required by law and should not be modified when drafting documents.
Public Benefit Corporation—has been taken directly from the California Corporations Code as is required by law and should not be modified except to include only the applicable purpose description.
Religious Corporation—has been taken directly from the California Corporations Code as is required by law and should not be modified when drafting documents.
Article II B. —is to be completed with a statement as to the specific business of the corporation.
Article III. —is to be completed with the name and California street address, or physical location, of the agent for service of process (a post office box is not acceptable). The designated agent, individual or corporation, must agree to accept process on behalf of the corporation prior to designation. A proposed corporation cannot designate itself as agent for service of process. When designating another corporation as agent, the agent corporation must have on file, with the Secretary of State, a statement pursuant to Section 1505, California Corporations Code. When a corporate agent is used, the address of the designated corporation is not to be included in the articles.
Article IV and Article V where applicable—where applicable are statements required by the Franchise Tax Board to be included in the Articles of Incorporation before exemption will be granted. The Articles of Incorporation must be originally signed by an incorporator unless directors are named in the articles. The name(s) of the person(s) signing must be typed directly below the signature.
The original and at least two copies of the completed documents are then mailed or hand delivered to the Secretary of State, together with the applicable fee. (If documents are to be filed in the Fresno, Los Angeles or San Diego office, a duplicate original is also required).
ORGANIZATION OF CALIFORNIA NONPROFIT, NONSTOCK CORPORATIONS
California nonprofit, nonstock corporations, for religious, charitable, social, educational, recreational or similar purposes are organized under the Nonprofit Corporation Law as embodied in the California Corporations Code beginning at Section 5000.
The three primary types of nonprofit corporations, namely, religious, public benefit and mutual benefit, are described below.
A. A corporation organized to operate a church or to be otherwise structured for primarily religious purposes is a nonprofit RELIGIOUS corporation.
B. 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.
C. 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.
THE FEE FOR FILING ARTICLES OF INCORPORATION ON BEHALF OF A NONPROFIT, NONSTOCK CORPORATION IS $_____.
Additionally, the $_____ minimum annual franchise tax must be remitted with the Articles of Incorporation or the proposed corporation must apply for, and have issued, exemption from payment of tax from the Franchise Tax Board before the articles may be filed. If an Application for Exemption from payment of tax is to be made, then the completed application (Form 3500), together with all attachments called for in the application instructions and the $_____ application processing fee must be submitted to the Secretary of State with the original articles, at least four copies of the articles and the $_____ Secretary of State filing fee.
The Secretary of State will certify two copies of the filed Articles of Incorporation without charge, provided that the copies are submitted to the Secretary of State along with the original to be filed. Any additional copies, submitted with the original, will be certified upon request with prepayment of $_____ per copy.
An additional $_____ special handling fee is applicable for expedited processing of documents delivered in person, over the counter, to the Sacramento Headquarters Office or to any of the corporate branch offices which are located in Fresno, Los Angeles and San Diego. The $_____ special handling fee must be submitted by separate check as it will be RETAINED WHETHER THE DOCUMENTS ARE FILED OR REJECTED. The special handling fee does not apply to documents submitted by mail to the Sacramento office.
When forming a new corporation you may also wish to contact one or more of the following agencies for additional information.
The Franchise Tax Board—for information regarding exemption and/or Franchise tax requirements.
The Board of Equalization—for information regarding sales tax and/or use tax liability.
The Department of Justice—for information regarding charitable trust requirements.
The Employment Development Department—for information regarding disability unemployment insurance tax.
The Director of Industrial Relations, Division of Worker's Compensation—for information regarding workman's compensation requirements.
The city and/or county clerk and/or recorder where the principal place of business is located—for information regarding business licenses, fictitious business names (if doing business under a name other than the corporate name), and for specific requirements regarding zoning, building permits, etc. based on the activities of the corporation.
Internal Revenue Service (IRS)—for information regarding federal employee identification number.
The Secretary of State does not license corporations or business entities. For licensing requirements, please contact the city and/or county where the principal place of business is located and/or the state agency with jurisdiction over the activities of the organization.
Documents may be mailed or hand delivered for over the counter processing to the Sacramento Headquarters Office at:
Corporate Filing and Services Division
1500 Eleventh Street
Sacramento, CA 95814
(916) 657-5448
OR
may be hand delivered for over the counter processing to any of the branch offices which are located in:
—Fresno (209) 243-2100
2497 West Shaw, Suite 101
Fresno, CA 93711
—Los Angeles (213) 897-3062
107 South Broadway, Suite 4001
Los Angeles, CA 90012-4593
—San Diego (619) 525-4113
1350 Front Street, Suite 2060
San Diego, CA 92101-3690
Articles of Incorporation submitted for filing in a branch office on behalf of a nonprofit, nonstock organization must prepay the $_____ franchise tax or have been granted exemption by the Franchise Tax Board prior to the submittal of documents for filing. Branch offices do not have the facilities necessary to process Franchise Tax Board applications for exemption.
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