Registering a nonprofit in California is not a single filing. To operate as a tax-exempt charity that can legally solicit donations, you need approvals from four separate agencies: the California Secretary of State creates the corporation, the IRS grants federal tax-exempt status, the Franchise Tax Board grants state tax exemption, and the Attorney General authorizes charitable fundraising. Each has its own form, fee, and deadline, and each continues to require annual filings once you are up and running.
File Articles of Incorporation with the Secretary of State
Everything starts with the Secretary of State. Most charitable organizations form as a nonprofit public benefit corporation, filed through the bizfile system under “Articles of Incorporation – CA Nonprofit Corporation – Public Benefit.”1Secretary of State. bizfileOnline Forms
The articles must include the corporation’s name, a statement that it is a nonprofit public benefit corporation not organized for private gain, and the name and California address of an initial agent for service of process. If you plan to seek 501(c)(3) status, add language dedicating assets irrevocably to exempt purposes on dissolution. Both the IRS and the Franchise Tax Board look for that clause when they review your exemption application.
The filing fee is $30.2California Secretary of State. California Secretary of State Business Entities Fee Schedule Once the filing is processed, the corporation legally exists. Existence is not exemption, though. From day one the corporation is subject to California’s $800 annual minimum franchise tax, with a first-year waiver for corporations formed on or after January 1, 2020.3State of California Franchise Tax Board. Corporations
Get an Employer Identification Number
You need an EIN from the IRS before you can open a bank account, hire employees, or apply for tax-exempt status. Apply online with Form SS-4 and the number is issued immediately, for free. A third party can apply for you by completing the Third Party Designee section, which avoids a separate power of attorney.
One warning: do not request the EIN before the corporation is legally formed. Federal filing obligations start when the EIN is issued, and an organization that fails to file a required return for three consecutive years automatically loses tax-exempt status, even if the exemption application is still pending.4Internal Revenue Service. Obtaining an Employer Identification Number for an Exempt Organization
Adopt Bylaws and a Conflict of Interest Policy
California law requires every nonprofit public benefit corporation to maintain bylaws that at minimum set the number of directors and how that number can be changed. In practice, bylaws also cover officer roles, meeting procedures, voting and quorum rules, and the fiscal year. The IRS expects nonprofits to have internal operating rules even where it does not prescribe specific language.5Internal Revenue Service. Exempt Organization Bylaws
Adopt a written conflict of interest policy before filing the federal exemption application. Form 990 asks whether the organization has one, how conflicts are managed, and how conflicted directors are identified. An unmanaged conflict can produce excess benefit transaction penalties against both the organization and the individual who benefited.
File the Statement of Information Within 90 Days
Every California nonprofit corporation must file a Statement of Information (Form SI-100) with the Secretary of State within 90 days of incorporation. The form lists officers, directors, and the agent for service of process. The fee is $20. The filing repeats every two years during a six-month window tied to your original registration date. Missing it can lead to suspension of corporate powers, and reinstatement requires back-filing plus additional fees.
Apply for Federal 501(c)(3) Status
Federal exemption is not automatic. File Form 1023 with the IRS along with a $600 user fee. Organizations that expect annual gross receipts of $50,000 or less and hold total assets under $250,000 may qualify for the streamlined Form 1023-EZ, which costs $275.6Internal Revenue Service. Form 1023 and 1023-EZ Amount of User Fee
Timing carries real consequences. File within 27 months of the end of the month you were formed, and the IRS can recognize exempt status retroactively to the formation date. File later and exemption generally starts only from the application date forward, which means income during the gap may be taxable.7Internal Revenue Service. Form 1023 Purpose of Questions About Organization Applying More Than 27 Months After Date of Formation
Keep the determination letter the IRS sends you. You will need it for the state exemption application and the Attorney General registration.
Apply for California Tax Exemption
Federal exemption does not exempt you from California’s corporate franchise tax. A separate application to the Franchise Tax Board is required under Revenue and Taxation Code Section 23701d, the state equivalent of federal 501(c)(3) status.8California Legislative Information. California Revenue and Taxation Code 23701d Two forms exist, and which one you file depends on whether you already have a federal determination letter.
Form 3500A is the short path. If you already hold a valid IRS determination letter under Section 501(c)(3), (c)(4), (c)(5), (c)(6), (c)(7), or (c)(19), you file the form with a copy of the federal letter and no additional narrative.9Franchise Tax Board. 2025 Instructions for Form FTB 3500A
Form 3500 is the long path. It applies if you do not have a federal determination letter, if federal exemption was previously revoked, or if you are applying under a different Revenue and Taxation Code section. This version asks for a detailed description of activities, financial data, and copies of formation documents and bylaws.10Franchise Tax Board. 2025 Instructions for Form FTB 3500 Exemption Application Booklet
Until the FTB grants exemption, the $800 minimum franchise tax accrues, subject to the first-year exemption for corporations formed on or after January 1, 2020.3State of California Franchise Tax Board. Corporations File the state exemption promptly after the federal determination arrives.
Register with the Attorney General
Any organization that holds assets for charitable purposes or solicits donations in California must register with the Attorney General’s Registry of Charities and Fundraisers.11California Department of Justice – Office of the Attorney General. Initial Registration This registration exists independently of incorporation and tax exemption; it covers consumer protection and oversight of charitable funds.
Initial registration uses Form CT-1, filed within 30 days of first receiving any charitable assets.12California Legislative Information. California Government Code GOV 12585 The form asks for formation documents, tax-exempt determination letters, and information about the board and officers. The filing fee is $50.13Cornell Law Institute. California Code of Regulations 11-300 – Initial Registration
Out-of-state charities that solicit California residents by mail, online advertising, or any other channel targeting donors in the state must also register. An organization that fails to register or falls behind on renewals is listed as delinquent on the Attorney General’s public database, which prohibits it from soliciting or receiving charitable contributions. Continued noncompliance can lead to revocation of registration, and reinstatement after that point is discretionary.11California Department of Justice – Office of the Attorney General. Initial Registration
Annual Filings You Cannot Skip
Once registered and exempt, you owe recurring returns to three agencies plus a biennial filing to the Secretary of State. Miss any of them and penalties, suspension, or loss of exempt status can follow.
IRS Form 990
Every 501(c)(3) files an annual information return by the 15th day of the 5th month after the fiscal year ends, which is May 15 for calendar-year filers.14Internal Revenue Service. Exempt Organization Filing Requirements Form 990 Due Date Organizations with gross receipts of $50,000 or less file the electronic 990-N (e-Postcard), which cannot be extended. Larger organizations file Form 990 or 990-EZ. Three consecutive years of non-filing triggers automatic revocation under IRC Section 6033(j), with no warning letter and no grace period.15Internal Revenue Service. Automatic Revocation of Exemption
FTB Form 199
California requires its own annual return on the same deadline as the federal return.16Franchise Tax Board. Annual and Filing Requirements Organizations with gross receipts over $50,000 file Form 199. Those at or below the threshold that file federal 990-N can file the electronic FTB 199N instead.17California Franchise Tax Board. FTB Publication 1068 – Exempt Organizations The FTB can suspend a nonprofit’s corporate status for failure to file or pay, and prolonged suspension can lead to administrative dissolution.
Attorney General Form RRF-1
Every registered charity files the Annual Registration Renewal Fee Report (Form RRF-1) no later than four months and 15 days after the fiscal year closes. Attach a copy of the federal Form 990, 990-EZ, or 990-PF. Organizations with gross receipts under $50,000 may attach a treasurer’s report on Form CT-TR-1 instead.18Department of Justice. Annual Registration Renewal Fee Report Form RRF-1
The renewal fee scales with total revenue:
- Under $50,000: $25
- $50,000 to $100,000: $50
- $100,001 to $250,000: $75
- $250,001 to $1 million: $100
- $1,000,001 to $5 million: $200
- $5,000,001 to $20 million: $400
- $20,000,001 to $100 million: $800
- $100,000,001 to $500 million: $1,000
- Over $500 million: $1,200
Falling behind on RRF-1 filings puts the organization on delinquent status, barring solicitation in California. Prolonged noncompliance leads to revocation.
Biennial Statement of Information
The Secretary of State requires a new SI-100 every two years, with a $20 fee, during a six-month window based on the original incorporation date. Missing the window triggers a $50 penalty and can eventually lead to corporate suspension.
Public Inspection of Your Filings
Federal law requires every tax-exempt organization to make its annual Form 990 and its exemption application available for public inspection. The 990 must remain available for three years starting from the later of its due date (including extensions) or its filing date.19Internal Revenue Service. Public Disclosure and Availability of Exempt Organization Returns and Applications Public Disclosure Overview Organizations other than private foundations are not required to disclose donor names and addresses. Posting the forms on your website satisfies the copy-request requirement, though in-person inspection must still be available.
The penalty for ignoring a disclosure request is $20 per day, capped at $10,000 per return. Willful noncompliance carries an additional $5,000 penalty.20Internal Revenue Service. Political Organization Filing Requirements Penalties for Failing to Make Forms 990 Publicly Available Smaller nonprofits without dedicated staff sometimes miss in-person requests and accumulate penalties they never noticed.