California Nonprofit Corporation Kit

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Form a nonprofit and keep everything organized!

Thousands of arts groups, educators, social-service agencies and others have used this bestseller -- which provides a records binder to help keep everything organized -- to organize. It's so easy to use, anyone can do it!

With a nonprofit corporation, you ...
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Overview

Form a nonprofit and keep everything organized!

Thousands of arts groups, educators, social-service agencies and others have used this bestseller -- which provides a records binder to help keep everything organized -- to organize. It's so easy to use, anyone can do it!

With a nonprofit corporation, you gain recognition, save money, become eligible for grants, and protect your members and directors from liability. And you can do all this without an attorney.

The California Nonprofit Kit can help anyone obtain a federal 501(c)(3) tax-exemption and qualify for public charity status with the IRS. The kit provides:
  • line-by-line instructions for completing your application
  • instructions and completed sample clauses for preparing Articles of Incorporation
  • ready-to-use bylaws for membership and non-membership nonprofits
  • ready-to-use minutes for the organizational meeting
  • California's specific nonprofit legal and tax requirements
  • updated tax and legal information

    all the forms you need as tear-outs and on a CD-ROM

    The included corporate binder helps you keep all the necessary corporate documents and records together in one place to be filled in and referred to over during the life of your corporation. The kit also includes:
  • a corporate binder with index dividers to organize your documents and records
  • 10 membership certificates

    The 6th edition is completely updated to provide the latest rules and forms, which are provided as tear-outs and on CD-ROM. It's also available in a book-only format How to Form a Nonprofit Corporation in California. (ISBN 9781413306491, 12th edition)
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Editorial Reviews

From Barnes & Noble
Now in its fifth edition, Nolo's California Nonprofit Corporation Kit has already helped thousands of people to form and operate a tax-exempt corporation in the Golden State. Its information is authoritative, up-to-date, and thorough. The easy-to-use corporate binder includes complete instructions for obtaining a federal tax exemption and for qualifying for public charity status with the IRS. The book even includes ready-to-use bylaws and minutes for meetings.
MacUser
If you’re thinking of forming a nonprofit corporation in California, you’ll find this handbook invaluable.
Orange County Register
...shows how to fill out all the necessary forms for nonprofit status.
Orange County Register
...shows how to fill out all the necessary forms for nonprofit status.
MacUser
If you're thinking of forming a nonprofit corporation in California, you'll find this handbook invaluable.
Orange County Register
"Shows how to fill out all the necessary forms for nonprofit status."
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Product Details

  • ISBN-13: 9780873376419
  • Publisher: NOLO
  • Publication date: 4/28/2001
  • Series: California NonProfit Corporation Kit Series
  • Format: Ringbound
  • Edition description: 3RD BOOK & CDROM
  • Edition number: 3
  • Pages: 354
  • Product dimensions: 10.52 (w) x 11.66 (h) x 1.57 (d)

Meet the Author

Anthony Mancuso is a corporations and limited liability company expert. He graduated from Hastings College of Law in San Francisco, is a member of the California State Bar, writes books and software in the fields of corporate and LLC law, and studies advanced business taxation at Golden Gate University in San Francisco. He has also been a consultant for Silicon Valley EDA (Electronic Design Automation) companies, most recently working on a C++ open-source integrated circuit database project team. He is the author of several Nolo books on forming and operating corporations (both profit and nonprofit) and limited liability companies. His titles include Incorporate Your Business, How to Form a Nonprofit Corporation (national and California editions), Form Your Own Limited Liability Company, The Corporate Records Handbook, and LLC or Corporation?. He wrote and programmed Nolo’s LLC Maker and Incorporator Pro software programs, which generate state-by-state articles and other forms for organizing corporations and LLCs. His books and software have shown over a quarter of a million businesses and organizations how to form a corporation or LLC. He also is a licensed helicopter pilot and has performed for years as a guitarist in many musical idioms.
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Introduction
Deciding to form a nonprofit corporation will be a big step for you and the members of your group. It will involve more paperwork and government forms, on both the state and federal level, than anyone will like; and you'll have to conduct your business within the legal framework of various state and federal laws. Fortunately, there are big payoffs to all this work and attention, including the ability to attract donors and grant funds, obtain real and personal property tax exemptions and special nonprofit mailing rates, avoid corporate income taxes, and shield officers and directors from legal liability. Before starting down the path of nonprofit incorporation, however, you'll want to learn a little more about who can form a nonprofit and the consequences of doing so. In this chapter, we'll explain:
  • the kinds of groups that can -- and can't -- form a nonprofit using this book
  • the benefits you'll enjoy as a nonprofit -- and some of the disadvantages to choosing this
    route
  • how nonprofits can raise start-up funds and earn money, should they wish to do so
  • the process you'll go through (following the instructions in this book) to incorporate
    and obtain your tax-exempt status, and
  • for those considering incorporating in another state, considerations to bear in mind before doing so.
Is Your Group a Nonprofit That Can Use This Book?
A for-profit corporation can be formed for any lawful purpose. Nonprofit corporations, however, must be established under California law for one of three broad purposes: 1) for the
benefit of the public (a public benefit corporation), 2) for religious purposes (areligious
corporation), or 3) for the mutual benefit of the members of the nonprofit (a mutual benefit
corporation). It's easy to form a nonprofit corporation in California: just prepare articles of incorporation that say you are formed for one of these three broad nonprofit purposes and then file your articles with the California Secretary of State. This creates your legal corporate entity. However, having a nonprofit corporation recognized by the California
Secretary of State is only your first hurdle. The next important step is to obtain the necessary state and federal corporate income tax exemptions for your nonprofit corporation. To
obtain these exemptions, your nonprofit must be formed for one or more specific purposes
described in the income tax statutes.

This book has been written specifically for nonprofits that want to qualify for a federal
income tax exemption under Section 501(c)(3) of the Internal Revenue Code. This means your
nonprofit must be formed for religious, charitable, scientific, literary, and/or educational
purposes. If you want to organize as a religious purpose group, we will show you how to form
a California religious nonprofit corporation. If you want to organize as a nonprofit to engage
in any of the other 501(c)(3) tax-exempt purposes, we will show you how to form a California
public benefit corporation. This book is not for groups that want to form a mutual benefit corporation, because mutual benefit nonprofits usually obtain their tax exemption under a subsection of Section 501(c) other than 501(c)(3). It is also not for certain special types of nonprofits (including some public benefit corporations) that do not fall under Section 501(c)(3). See discussion below, "Special Types of California Public Benefit Corporations," and "Mutual Benefit Corporations."

When thinking about incorporating your nonprofit, consider which purpose you fall under for Section 501(c)(3). Once you know you fall within one of the 501(c)(3) purposes, you can rest assured that this book can help you through the process. First we'll help you create your corporate entity in California by showing you how to prepare and file articles of incorporation for a public benefit or religious corporation. Then we'll show you how to
obtain your state and federal nonprofit income tax exemptions for 501(c)(3) status.

Corporation Basics

You don't have to understand all there is to know about corporations in order to follow this book or form your nonprofit. But there are a few basic concepts you'll want to have under your belt as you go through the process. Here they are, with special emphasis on any differences between for-profit corporations and nonprofits.
  • A corporation is a separate legal entity. A corporation is a legal entity that allows a group of people to pool energy, time, and money for profit or nonprofit activities. It acquires legal existence after its founders comply with their state's incorporation procedures and formalities. The law treats a corporation as a separate "person," distinct from the people who own, manage, or operate it. The corporation can enter into contracts, incur debts, and pay taxes. Corporations are either for-profit (business corporations) or nonprofits.
  • For-profit, or business, corporations versus nonprofits. Business corporations can be formed for any legal purpose. They can issue shares of stock to investors in return for money or property, or services performed for the corporation. Shareholders receive a return on
    their investment if dividends are paid or if, upon dissolution of the corporation, any corporate assets remain to be divided among the shareholders after payment of all creditors.
    Nonprofits, on the other hand, generally cannot issue shares of stock or pay dividends
    under state law (unless they are some type of hybrid such as consumer or producer co-ops).
    The federal tax code also prohibits 501(c)(3) tax-exempt nonprofit corporations from
    paying dividends or profits to their members or other individuals. When a 501(c)(3) tax-exempt nonprofit corporation dissolves, it must distribute its remaining assets to another tax-exempt nonprofit group.
  • In-state and out-of-state corporations. Corporations formed in California are known
    in California as "domestic" corporations. Corporations formed in other states, even if physically present and engaging in activities in California, are called "foreign" corporations. For example, a corporation formed in California is a domestic corporation as far as California is concerned, but a foreign corporation when considered by other states. At the end of this chapter, we give you more information on doing business outside California and deciding whether to incorporate in another state.


Public Benefit Corporations

Under state law, public benefit corporations are corporations formed for a "public purpose" or "charitable purpose." Most groups forming public benefit corporations also want to qualify for Section 501(c)(3) status. These groups usually organize for one of the specified purposes under Section 501(c)(3) -- charitable, scientific, literary, or educational. All of these 501(c)(3) purposes are considered "charitable" purposes
under California law. For example, a school or educational facility would organize as a California public benefit corporation formed under state law for &quotcharitable" purposes but its 501(c)(3) purposes would be "educational." The public purpose classification under state law is for groups that want to form civic league or social welfare public benefit corporations (see discussion below on civic league and social welfare groups). Don't worry -- we show you how to fill in your articles so you put in the right purposes under California law and also satisfy the federal and state tax exemption requirements.

Religious Corporations

Just as the name indicates, religious corporations are formed primarily or exclusively for
religious purposes. These groups can qualify as religious organizations under both state incorporation law and Section 501(c)(3). You need not set up a formal church to form a
religious nonprofit corporation; these groups can have a general religious purpose. For example, a group organized to promote the study and practice of a particular religion could
incorporate as a religious nonprofit corporation.

Special Types of California Public Benefit Corporations

This book covers the incorporation of California public benefit and religious nonprofits that want to obtain their tax exemption under Section 501(c)(3) of the Internal Revenue Code. There are several other types of California public benefit corporations that obtain tax exemption under other sections of the Internal Revenue Code or that must meet special state law requirements. Below, we list several of the most common types of these special California nonprofit corporations. If you plan to form one of these special nonprofits, you'll need to do your own research or get legal help to form your corporation -- this book does not cover the incorporation of these special groups. See "Where to Go for Help for Non-501(c)(3) Nonprofits," below.
  • Civic leagues and social welfare groups. Civic leagues and social welfare groups are formed as California public benefit corporations and seek their exemption from federal corporate income taxation under Section 501(c)(4) of the Internal Revenue Code. Because this book covers only nonprofits exempt under Section 501(c)(3) of the Internal Revenue Code, you won't be able to use this book to incorporate these types of public benefit corporations. (See Special Nonprofit Tax-Exempt Organizations, in Appendix B, for a list of organizations that qualify for tax-exempt status under a subsection of 501(c) other than Subsection 3).
  • Medical or legal service corporations. These are nonprofit corporations operated to
    assume or defray the cost of medical or legal services. These corporations may be organized
    as California public benefit corporations or mutual benefit corporations. Special provisions
    of the California Corporations Code apply (see California Corporations Code §§ 10810).
  • Humane societies. A humane society, formed to prevent cruelty to children or animals, can be formed as a California public benefit corporation. The Department of Justice
    must perform a criminal history check on all incorporators and issue a certificate before the secretary of state will accept the articles of incorporation for filing (California Corporations Code §§ 10400).


It is unlikely that the California Secretary of State's office, where you'll file your articles of incorporation, will question whether your religious activities are genuine. This type of debate is more likely to occur (if it occurs at all) when you apply for your state or federal tax exemptions.

Mutual Benefit Corporations

This book is not intended for mutual benefit corporations. Unlike public benefit corporations and religious corporations, these groups usually qualify for tax-exempt status under a subsection of 501(c) other than 501(c)(3). Examples of mutual benefit corporations
include trade associations, automobile clubs, and social groups, such as tennis clubs.
Chambers of commerce, boards of trade, and mechanics' institutes, which are generally
formed to promote trade and commerce, can organize as mutual benefit corporations or as
regular, for-profit corporations. Cooperatives, comprising producers or consumers organized
for their mutual benefit, can also qualify as mutual benefit nonprofits with special added
restrictions applicable to them.

Because these groups do not qualify for tax-exempt status under Section 501(c)(3), they
are not entitled to many of the benefits enjoyed by public benefit and religious corporations.
For example, contributions to mutual benefit corporations are normally not tax deductible,
and other benefits (such as special nonprofit mailing rates and real and personal property tax
exemptions) are not available to mutual benefit corporations. Mutual benefit corporations also
cannot distribute gains, profits, or dividends to those designated in their articles or bylaws
as members, but may provide them with other benefits such as services and facilities. On the other hand, members of a mutual benefit corporation can own part of the corporation. When the corporation dissolves and all its debts and liabilities are paid, the remaining assets, gains, and profits can be distributed to its members.Benefits of the Nonprofit Corporation
Now that you understand that this book is intended for nonprofits organized for religious,
charitable, scientific, literary, and/or educational purposes that want to qualify for a tax
exemption under Section 501(c)(3) of the Internal Revenue Code (and hopefully your nonprofit is among them), let's look at the benefits you'll enjoy as a 501(c)(3) tax-exempt nonprofit corporation. The relative importance of each of the following benefits will vary from group to group, but at least one of them should be very significant for your organization.

If you finish this section and conclude that nothing here is very important for your group,
you'll want to consider whether it makes sense to incorporate at all. Many groups accomplish
their nonprofit purposes just fine as unincorporated nonprofit associations, without formal
organizational paperwork or written operational rules. If you can continue to accomplish your
nonprofit purposes and goals informally, you may be happier staying small.
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Table of Contents

1. Is Nonprofit Incorporation Right for You?
Is Your Group a Nonprofit That Can Use This Book?
Benefits of the Nonprofit Corporation
The Disadvantages of Going Nonprofit
How Nonprofits Raise, Spend, and Make Money
Your Path to Nonprofit Status
Incorporating in Another State -- Don't Fall for It

2. Legal Rights and Duties of Incorporators, Directors, Officers, Employees, and Members
Incorporators and Their Role as Promoters
Directors
Officers
Employees
Membership Nonprofits

3. Requirements for Section 501(c)(3) Tax Exemption
Section 501(c)(3) Organizational Test
Valid Purposes Under Section 501(c)(3)
Other Requirements for 501(c)(3) Groups
Information for Specific Questions About Your Group's Activities

4. Public Charities and Private Foundations
The Importance of Public Charity Status
How to Qualify for Public Charity Status
Private Foundations

5. Other Tax Benefits and Requirements
Federal and State Tax Deductions for Contributions
Federal Estate and Gift Tax Exemptions
Federal Unrelated Business Income Tax
California Unrelated Business Income Tax
California Nonprofit Tax Exemption
California Attorney General Reporting Requirements
California Welfare Exemption
Other California Tax Exemptions
State Solicitation Laws and Requirements

6. Choose a Name and File Your Articles of Incorporation
Choose a Corporate Name
Practical Suggestions for Selecting a Name
Check Name Availability
Reserve Your Corporate Name
Perform Your Own Name Search
Prepare Articles of Incorporation
File Your Articles

7. Bylaws
Choose a Membership or Nonmembership Structure
Bylaws for a Public Benefit Corporation
Membership Bylaw Provisions for a Public Benefit Corporation
Bylaws for a Religious Corporation
Membership Bylaw Provisions for a Religious Corporation

8. Prepare Your State Tax Exemption
The State Tax Exemption Application: Form FTB 3500
Instructions for Completing Form 3500
Sign and Mail Your Exemption Application

9. Apply for Your Federal 501(c)(3) Tax Exemption
Getting Started
Do You Need to File Form 1023?
Prepare Your Tax Exemption Application
Filling Out the Schedules
Assemble and Mail Your Application to the IRS
What to Expect From the IRS
The Federal Determination Letter

10. Final Steps in Organizing Your Nonprofit
Mail IRS Letter to Franchise Tax Board
Set Up a Corporate Records Book
Prepare Offer to Transfer Assets From an Existing Business or Organization to Your Nonprofit
Prepare Minutes of Your First Board of Directors' Meeting
Complying With the Bulk Sales Law
Prepare a Bill of Sale for Assets
Prepare Assignments of Leases and Deeds
File Final Papers for the Prior Organization
Notify Others of Your Incorporation
Apply for a Mailing Permit
Apply for Your Property Tax Exemption
File a Domestic Corporation Statement
File an Initial Report With the Attorney General
Issue Membership Certificates
File Your Articles With the County Recorder
Register With the Fair Political Practices Commission

11. After Your Corporation Is Organized
Piercing the Corporate Veil -- If You Want to Be Treated Like a Corporation, It's Best to Act Like One
Federal Corporate Tax Returns
California Corporate Tax Returns and Reports
Federal and State Corporate Employment Taxes
Sales Tax Forms and Exemption From Sales Tax
Licenses and Permits
Workers' Compensation
Private Insurance Coverage
Dissolving a Nonprofit Corporation

12. Lawyers, Legal Research, and Accountants
Lawyers
Legal Research
Accountants and Tax Advice

13. Corporate Formalities
Minutes of Meetings
Waiver of Notice of Directors' and Members' Meetings
Action Without Meeting By Directors
Certification of Resolution or Action by Written Consent of Board of Directors
Amending Bylaws

Appendix A: How to Use the CD-ROM
Installing the Form Files Onto Your Computer
Using the Word Processing Files to Create Documents
Using Government Forms
List of Files Included on the Forms CD
Corporate Forms
Incorporation Checklist
Articles for a Public Benefit Corporation
Articles for a Religious Corporation
Special Article Provisions for an Unincorporated Association
Cover Letter for Filing Articles
Bylaws for Public Benefit Corporation
Membership Bylaw Provisions for Public Benefit Corporation
Bylaw Provisions for Religious Corporation
Membership Bylaw Provisions for Religious Corporation
Offer to Transfer Assets
Bill of Sale for Assets
Minutes of First Meeting of Board of Directors
Membership Certificate
IRS, FTB, and AG Forms and Publications
Name Availability Inquiry Letter
Name Reservation Request Form
California FTB 3500 Exemption Application (2006)
IRS Form 1023: Application for Recognition of Exemption (6/2006)
Instructions for IRS Form 1023 (6/2006)
Form SS-4: Application for Employer Identification Number (2/2006)
Instructions for Form SS-4 (2/2006)
Form 5768: Election/Revocation of Election by an Eligible Section 501(c)(3)
Organization to Make Expenditures to Influence Legislation (12/2004)
Publication 557: Tax Exempt Status for Your Organization (3/2005)
Publication 4220, Applying for 501(c)(3) Tax-Exempt Status (9/2003)
Publication 4221, Compliance Guide 501(c)(3) Tax-Exempt Organizations (9/2003)
Publication 1828, Tax Guide for Churches and Religious Organizations (9/2006)
IRS Revenue Procedure 75
IRC Section 4958, Taxes on Excess Benefit Transactions
IRS Regulations Section 534958, Table of Contents
Registration/Renewal Fee Report to Attorney General of California (Form RRF-1) (3/2005)
Instructions for Filing Form RRF-1 (3/2005)
Attorney General's Guide for Charities (2005)
Guide to Charitable Solicitation 1999
Assessors' Handbook Section 267, "Welfare, Church, and Religious Exemptions" (10/2004)
IRS and Tax Articles
Public Charity or Private Foundation Status Issues under IRC §§ 509(a)(1)-(4), 4942(j)(3), and 507
Disclosure, FOIA and the Privacy Act
Update: The Final Regulations on the Disclosure Requirements for Annual Information Returns and Applications for Exemption
Education, Propaganda, and the Methodology Test
Election Year Issues
Lobbying Issues
Private School Update
UBIT: Current Developments
Intermediate Sanctions (IRC 4958) Update

Appendix B: Information and Tear-Out Forms
(* Asterisks indicate forms are also includedon the CD-ROM -- see Appendix B)
California Secretary of State Contact Information
*Incorporation Checklist
Special Nonprofit Tax-Exempt Organizations
*Name Availability Inquiry Letter
*Name Reservation Request Form
*California FTB 3500 Exemption Application (2006)
*IRS Package 1023: Application for Recognition of Exemption (6/2006)
*IRS Form SS-4: Application for Employer Identification Number (2/2006)
*IRS Form 5768: Election/Revocation of Election by an Eligible Section 501(c)(3) Organization To Make Expenditures To Influence Legislation (12/2004)

Member Register
Membership Certificates
Index
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