How to Form a California Nonprofit Corporation

Most nonprofits are 501(c)(3) organizations, which means they are formed for religious, charitable, scientific, literary, or educational purposes and are eligible for federal and state tax exemptions. To create a 501(c)(3) tax-exempt organization, you need to form a California nonprofit corporation and then apply for tax-exempt status from the IRS and the state of California.

While there are multiple types of nonprofit corporations recognized in California, this article focuses on nonprofit public benefit corporations. Follow the steps below to legally create your California nonprofit. If you'd like a helping hand with the registration process, you can use our online nonprofit formation service to set up your nonprofit.

1. Choose a Name for Your California Nonprofit Corporation

When picking a name for your nonprofit, you must follow California's laws for nonprofit corporation names.

Your Nonprofit Name Must Be Distinguishable

Under California law, the name of your nonprofit corporation can't be the same as or too similar to an existing corporation name on record with the California Secretary of State (SOS). (Cal. Corp. Code § 5122 (2025).)

To see whether your proposed name is available, use the SOS's business search database. To formally check the availability of a name, you can mail a Name Availability Inquiry Letter to the SOS.

Reserve Your Nonprofit's Name

You can reserve an available name for your nonprofit for 60 days by filing an Entity Name Reservation with the SOS. Keep in mind that you can't renew a name reservation. You're not required to reserve a name. This step is optional.

You can reserve your nonprofit name online through the SOS's bizfile Online service. As of 2025, the filing fee is $10. (Cal. Corp. Code § 5122 (2025).)

Register Your Nonprofit's Fictitious Business Name (DBA)

When conducting business, you don't have to use your nonprofit's legal name registered on its articles of incorporation. Instead, you can use a different name for your business—sometimes called a "fictitious business name," "DBA," (short for doing business as), or "trade name."

If your nonprofit uses a fictitious business name (FBN), you must file an FBN statement with the registrar-recorder or county clerk's office in the county where your nonprofit will be located. You must also publish a notice of your FBN statement with a local newspaper. Check out the Guide to DBAs webpage on the California Franchise Tax Board (FTB) website for more instructions. (Cal. Bus. & Prof. Code §§ 17900 and following (2025).)

For more information on requirements and restrictions for nonprofit names, see the SOS's business entity names webpage.

2. Appoint the Initial Directors for Your Nonprofit Corporation

Every California corporation must have a board of directors. You should strive for at least three directors. In any case, try to appoint an odd number of directors to prevent voting ties. For the most part, your corporation's articles of incorporation or bylaws can outline specifics for directors, such as:

• the number of directors (it can be a set number or a range)
• the rights, duties, and powers of directors
• the term of directors
• the qualifications for directors
• the election, designation, and appointment of directors, and
• the meetings of the board of directors.

(Cal. Corp. Code § 5210 (2025).)

3. Prepare and File Your Nonprofit Articles of Incorporation

You create your nonprofit entity by filing Articles of Incorporation of a Nonprofit Public Benefit Corporation with the SOS. Your articles of incorporation must include basic information such as:

• the name of your nonprofit
• the name and street address in California of the corporation's initial agent for service of process (called a "registered agent")
• the initial street address of the corporation
• the initial mailing address of the corporation (if different from the initial street address), and
• the following statement: "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 for (public or charitable [insert one or both]) purposes."

(Cal. Corp. Code § 5130 (2025).)

Include IRS-Specific Nonprofit Language in Your Articles of Incorporation

To receive tax-exempt status from the IRS and the state of California, you'll need to have certain specific language in your articles, including:

• a statement of purpose that meets IRS requirements
• statements that your nonprofit will not engage in activities unrelated to its exempt purposes or in prohibited political or legislative activity, and
• a dissolution clause dedicating the corporation's assets to another 501(c)(3) organization or to the government upon dissolution.

The articles form on the SOS website contains the tax-exempt language required by the IRS and the state of California. For more guidance, the IRS has published suggested language for corporations to use in their articles of incorporation. You can also find sample language for these clauses approved by the IRS in the Instructions for IRS Form 1023-EZ, (see Part II).

How to File Your Articles of Incorporation With the SOS

You can use the articles of incorporation form the SOS provides for your nonprofit. The form is accompanied by instructions to help you fill out your articles. Complete and file your articles following the instructions provided.

You can also file your articles online with bizfile Online. As of 2025, the filing fee for articles of incorporation for a public benefit corporation is $30.

4. Prepare Bylaws for Your California Nonprofit Corporation

Another step in forming your nonprofit is drafting bylaws for your nonprofit corporation that comply with California law. Your bylaws contain the rules and procedures your corporation will follow for:

• holding meetings
• electing officers and directors
• adopting, amending, and repealing the bylaws, and
• taking care of other corporate formalities.

You don't need to file your bylaws with the state—this document is your internal operating manual.

For more information on this nonprofit formation document, see our article about articles of incorporation, bylaws, and organizational minutes.

5. Hold a Meeting of Your Board of Directors

After you incorporate your nonprofit, you should hold a board meeting. Your first board meeting is usually referred to as the "organizational meeting of the board." The board should take such actions as:

• approving the bylaws
• appointing officers
• setting an accounting period and tax year, and
• approving initial corporation transactions, such as opening a corporate bank account.

After the meeting is completed, create meeting minutes that accurately record the actions taken by the board. You should set up a corporate records binder for your nonprofit to hold important documents such as your articles of incorporation, bylaws, and meeting minutes.

6. Apply for an EIN From the IRS

Your nonprofit corporation must obtain a federal employer identification number (EIN). You'll need an EIN to complete your application for federal tax exemption (discussed below).

You can obtain an EIN by completing an online EIN application on the IRS website. There's no filing fee.

7. Obtain the Necessary Business Licenses

Depending on the type of activities your nonprofit intends to carry on and where it's located, your nonprofit might need to obtain local and state business licenses or permits. California, like most states, doesn't require a general business license to operate in the state. But your nonprofit might need to apply for certain tax, professional, occupational, or other regulatory licenses.

Read our article on how to get a small business license in California for more details about licensing and permitting requirements in the state. For local licenses, check with the clerk for the city or town where the nonprofit's primary office is located (or county if it's in an unincorporated area). For state license information, check out the Guide to Permits, Licensing, and Regulations webpage on the California Office of the Small Business Advocate website.

8. Obtain Your Federal and State Tax Exemptions

Now that you've created your nonprofit corporation, you can obtain your federal and California state tax exemptions. Here are the steps you must take to obtain your tax-exempt status.

Some nonprofits decide to reach out to a business or tax attorney at this stage. While you can form a nonprofit on your own, you might also find it useful to consult with a legal or tax professional. A business lawyer can help you complete the necessary steps to form and manage your nonprofit.

File Your Form 1023 Federal Tax Exemption Application

To obtain federal tax-exempt status from the IRS, you'll need to complete and file IRS IRS Form 1023, Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code. This long and detailed form asks for a lot of information about your organization, including its history, finances, organizational structure, governance policies, operations, activities, and more.

Smaller nonprofits might be eligible to file Form 1023-EZ, Streamlined Application for Recognition of Exemption under Section 501(c)(3) of the Internal Revenue Code. This application is a much simpler, shorter form that's filed online. Only smaller nonprofits—those with projected annual gross receipts of less than $50,000 and total assets of less than $250,000—are eligible to use the streamlined 1023-EZ application.

See the IRS website for more information on the Form 1023 and Form 1023-EZ filing requirements.

California State Tax Exemptions

In addition to obtaining tax-exempt status from the federal government, your nonprofit must apply for state tax-exempt status from the FTB. You can apply for state tax exemption before or after you apply to the IRS for federal tax exemption.

Submit an Exempt Application form (FTB 3500) to the FTB to receive your state tax-exempt status. Once approved, the FTB will send your nonprofit a determination letter exempting your nonprofit from California's franchise and income tax. (Cal. Rev. & Tax. Code § 23701 (2025).)

While your nonprofit's tax-exempt status means that you're not responsible for California's franchise and income tax, your nonprofit might still be responsible for other taxes such as:

• sales and use tax
• property tax, and
• payroll tax.

See the nonprofit/exempt organizations webpage on the California Tax Service Center website for more details and guidance.

Other State Reporting and Registration Requirements

If your nonprofit will do business in California or will own property or fundraise within the state, then you'll likely need to register your nonprofit in California. You'll need to register your nonprofit with the Office of the Attorney General's Registry of Charitable Trusts. Registration must be renewed every year.

If your nonprofit plans to solicit or receive donations in other states, then you might have nonprofit filing and reporting obligations in those states as well.

For more information about fundraising registration requirements in all 50 states, see Nonprofit Fundraising Registration Digital Guide, by Ronald J. Barrett and Stephen Fishman (Nolo).

Creating and maintaining a nonprofit in California is no easy task. You'll need to be aware of the state's nonprofit laws as well as the IRS requirements. For specific guidance on nonprofit questions and issues, see our sections on starting a nonprofit corporation and managing a nonprofit.

FAQ About California Nonprofit Corporations

Here are some other questions you might have about your California nonprofit corporation.

• What are the different types of nonprofits in California?
• How much does it cost to form a nonprofit in California?
• Am I required to have bylaws for my California nonprofit?
• Do I need to register my nonprofit before fundraising or soliciting donations in California?
• Is my California nonprofit exempt from taxes?
• Can my nonprofit lose its tax-exempt status?
• Do I need a lawyer to start a nonprofit in California?
• How do I dissolve my California nonprofit corporation when I'm done?

What are the different types of nonprofits in California?

The state of California recognizes three basic types of nonprofit organizations:

Public Benefit Corporation: Nonprofits organized for the benefit of the general public or a large segment of the public, as opposed to a group of private individuals, are public benefit corporations. Most charitable organizations fall under this category, including schools, research facilities, museums, and animal shelters.

Religious Organizations: Religious organizations include places of worship (churches, synagogues, mosques, or temples) and other organizations structured primarily for religious purposes, including religious schools and publishers. Like all nonprofits, religious nonprofits must use their net earnings to further the mission of the organization and not to benefit any individual.

Mutual Benefit Corporation: A nonprofit mutual benefit corporation is organized for the benefit of a select group, as opposed to the general public. This type of nonprofit includes organizations like homeowner's associations and employee unions.

For more information on the different types of nonprofit organizations in California, check out the Attorney General's Guide for Charities.

How much does it cost to form a nonprofit in California?

Below are the fees (as of 2025) you might need to pay to form your nonprofit corporation in California:

• The SOS charges a $30 filing fee to file nonprofit Articles of Incorporation. This fee is the same across all types of nonprofits (see above).
• You can pay $10 to reserve your nonprofit's name for 60 days if you wish to reserve your nonprofit name before filing the Articles of Incorporation.
• The IRS charges a user fee of $275 for Form 1023-EZ and $600 for Form 1023.

Filing on your own is often the cheapest option, but completing all of the forms and filing them yourself can be complicated. Hiring a lawyer is another option, but will often cost you hundreds, if not thousands, of dollars in the process. Our online nonprofit formation service can complete all of the paperwork and filings for you.

Am I required to have bylaws for my California nonprofit?

California doesn't require nonprofits to have bylaws. But it's highly advisable to have them, especially if you plan on filing for tax-exempt 501(c)(3) status. Your bylaws contain the rules and procedures your corporation will follow for holding meetings, electing officers and directors, and taking care of other corporate formalities required in California.

Do I need to register my nonprofit before fundraising or soliciting donations in California?

Probably. If your nonprofit plans to do business, fundraise, or own property in California, then you'll probably need to register with the Office of the Attorney General's Registry of Charitable Trusts. California is relatively unique in its registration requirements. California requires nonprofits to register when they receive donations and not when they solicit donations. So if your nonprofit will receive any charitable assets (virtually any donations), then you'll need to register your nonprofit in California. You must renew your registration each year.

See our article on nonprofit fundraising registration rules for California for details on when and how to register your nonprofit. Visit the Attorney General's initial registration webpage for instructions on registering your nonprofit.

Is my California nonprofit exempt from taxes?

California nonprofits aren't automatically exempt from taxes. You must submit additional paperwork with the IRS and the state to get tax exemption.

For federal income tax exemption, you must submit Form 1023 or Form 1023-EZ to the IRS. For state franchise and income tax exemption, you must submit FTB 3500 to the FTB.

Can my nonprofit lose its tax-exempt status?

Nonprofits can lose their tax-exempt status. To protect your tax exemption, you must file periodic reports to the state, submit tax returns, maintain corporate records, and avoid activities that can jeopardize your status, such as contributing to political campaigns.

For more information, read our article about protecting your nonprofit corporation's tax-exempt status.

Do I need a lawyer to start a nonprofit in California?

You can form a nonprofit without an attorney. You can form your own nonprofit online by using our online California nonprofit service. We'll walk you through the information needed to form a nonprofit and provide you with resources to learn about nonprofit law. If you have a complex question, you might want to consult with a nonprofit lawyer or tax expert.

How do I dissolve my California nonprofit corporation when I'm done?

Your nonprofit will exist—and can incur taxes and fees, whether or not you're actively operating a business—until you take legal steps to dissolve it. If your nonprofit has members, then you'll need at least a majority vote of the nonprofit's members. However, your bylaws can require a higher percentage vote, such as unanimous consent of all members.

After voting to dissolve your nonprofit, you must file a Nonprofit Certificate of Election to Wind Up and Dissolve and a Certificate of Dissolution with the SOS and the Attorney General. You can file these forms through bizfile Online.

(Cal. Corp. Code §§ 6610 and following (2025).)

For specifics, read the SOS's FAQ webpage. For step-by-step instructions, read our article on how to dissolve a nonprofit corporation in California.