Drafting & filing your California nonprofit’s articles of incorporation

Articles of incorporation serve as the foundational legal document for your organization, defining its purpose and governance structure, and are required by both the California Corporations Code and the California Secretary of State to establish and recognize your new nonprofit corporation. Drafting your articles of incorporation is one of the most important steps you will take when forming your California nonprofit. This guide will help break down the process of drafting and filing your California nonprofit’s articles of incorporation into three easy-to-follow steps.

While it is possible to form a California nonprofit on your own, consulting with an attorney or legal professional experienced in nonprofit law is advisable to ensure compliance with all relevant requirements.

STEP 1

Draft a purpose statement

Your California nonprofit’s purpose statement outlines the specific objectives and activities that the organization will undertake to fulfill its mission. It should be concise, clear, and align with the requirements of California law and other legal requirements, including rules governing charitable trusts.

We recommend that you use the following template as a guide to craft your nonprofit’s purpose statement:

• The purpose of [Nonprofit Organization Name] is to [describe the overarching mission or goal of the organization], and to achieve this, we engage in [describe the specific activities or programs that will be undertaken] that will [describe the intended impact or outcomes].

It's important to customize your purpose statement to accurately reflect the goals and activities of your specific nonprofit organization. Consider including specific details about the population or community you serve, the issues you address, or the programs and services you provide. Keep in mind that your organization’s focus and mission is likely to evolve over time.

It is important to ensure that your purpose statement is broad enough that it will not require costly revisions in the future. Working with an attorney experienced in California nonprofit law can help ensure that your purpose statement is drafted for longevity.

STEP 2

Choose your agent for service of process

All businesses in California must have an agent for service of process. The California Secretary of State defines an agent for service of process as, “an individual who resides in California, or a registered 1505 corporate agent, designated to accept service of process (court papers) if the business entity is sued.” An agent for service of process is responsible for receiving lawsuits and other important legal documents on behalf of your organization and ensuring the information is properly distributed in a timely manner.

Your California nonprofit must select one of the following as your agent of service of process:

An individual who resides in California and is willing to have their name and address publicly listed as your nonprofit’s agent for service of process

A Registered 1505 Corporate Agent in good standing with the California Secretary of State

A nonprofit can face serious consequences if the organization’s agent for service of process fails to perform their duties. Selecting the right individual or corporate agent for this role is extremely important. Working with an attorney experienced in California nonprofit law can help ensure that you select an agent for service of process who is well-suited to protect your organization’s interests and mission.

STEP 3

Draft and file your articles of incorporation

Articles of incorporation are a foundational legal document that is required to form your California nonprofit organization. Upon approval by the California Secretary of State, the articles of incorporation provide your nonprofit with its official legal status, distinguishing it as an entity separate from its founders or directors.

Articles of incorporation generally include:

The nonprofit’s legal business name

The nonprofit’s purpose statement

The nonprofit’s agent for service of process

The nonprofit’s street address and mailing address, if different

The California Secretary of State provides template forms for submitting articles of incorporation for a variety of business types, including nonprofits. While these templates are a great start, they do not address all legal considerations for your nonprofit. Working with an attorney experienced in California nonprofit law can ensure your organization is structured for success and ongoing legal compliance.