1. GENERAL INFORMATION
Who will be the contact person to answer questions about the proposed nonprofit corporation?
(Please provide name, telephone number, fax number and email)
Please provide the name and contact information of the accountant, if any, who will be assisting with the formation of the nonprofit corporation.
2. SELECTION OF A CORPORATE NAME
(Please provide 3 names for the nonprofit corporation in order of preference. The corporate name must be checked for availability with the Secretary of State to determine that your corporate name is not the same or confusingly similar to the name of an existing California corporation or qualified or registered out-of-state corporation. If available, the name will be reserved for use by the corporation for a period of 60 days during which time the corporation may file its Articles of Incorporation for filing with this name.)
3. SELECTION OF TYPE OF NONPROFIT ENTITY
(There are three major types of California nonprofit corporations: public benefit, mutual benefit or religious. Please provide the following information to assist us in determining which of the three types of nonprofit corporations is best suited to your proposed organization.)
- Public Benefit Corporation is a corporation formed for public or charitable purposes and may not make any distribution of corporate assets to members at any time, and must distribute the assets to a similar corporation on dissolution. It is subject to extensive governmental regulation and supervision.
- Mutual Benefit Corporation is a corporation organized for the benefit of its members and may be formed for any lawful purpose, may make distributions of corporate assets to members on dissolution but not before. This type of nonprofit corporation is subject to less stringent state regulation and supervision but is ineligible for a charitable income tax exemption .
- Religious Corporation is a corporation formed primarily or exclusively for religious purposes and may not make any distribution of corporate assets to members at any time. This type of nonprofit corporation is subject to less stringent state regulation and supervision.
Which of the three types of corporations described above best describes the nonprofit corporation that is being formed?
4. QUALIFICATION AS A CHARITABLE ORGANIZATION UNDER IRC § 501(c)(3)
(To qualify as a tax exempt charitable organization an entity must be organized and operated primarily for exempt purposes, no part of its net earning may inure to the benefit of any private shareholder or individual, and must refrain from electioneering and substantial lobbying activities. 501(c)(3) includes organizations organized and operated exclusively for purposes that are charitable, religious, scientific, testing for public safety, literary, educational, fostering amateur sports competition , or preventing cruelty to children or animals).
Will the organization be organized and operated for one or more of the exempt purposes described above? Please describe whether the purpose will be charitable, educational, scientific (i.e. if its research is in the public interest and available to the public on a nondiscriminatory basis or is directed toward benefiting the public) or religious.
What will be the initial funding of the nonprofit corporation?
What will be the primary source(s) of financial support? i.e. contributions from the founder and his or her relatives, contributions from a large number of unrelated people, gross receipts from the operation of an exempt activity, fund-raising activities, or grants (private or governmental).
5. ARTICLES OF INCORPORATION AND FORMATION DOCUMENTS INFORMATION
What will be the principal address of the corporation?
What will be the purpose or purposes of the corporation? i.e. will they be public purposes? Please describe each purpose.
Will the assets be irrevocably dedicated to an exempt purpose and on dissolution distributed to an exempt organization for an exempt purpose?
Who will be the agent for service of process of the corporation. Please provide the following information.
Will the corporation seek tax -exempt status as a private foundation or public charity?
Will the corporation have members? (Any of the three types of nonprofit corporations may, but need not, have members.)
*** If the corporation is to have members, please also answer the following additional questions.
Will the corporation have more than one class of members? (If the corporation has members they may have one or more classes of statutory members, if desired.)
What, if any, qualifications will be required for membership?
What will be the rights of members and will the memberships be transferable?
Will the organization charge membership fees or dues?
If the corporation is to be a public benefit corporation with members, how long will be the term of office, will there be staggered terms and class voting? ( In a public benefit corporation with members, directors are elected by the members for terms up to 3 years and class voting and staggered terms are permissible)
If the corporation is a mutual benefit corporation with members, how long will be the term of office for the directors, will there be class voting and staggered terms? ( In a mutual benefit corporation with members, directors are elected by the members for terms up to 4 years and class voting and staggered terms are permissible)
Who will be the initial directors of the corporation? ( Please provide the names and addresses.)
What will be the authorized number of directors? (A nonprofit corporation may have one or more directors and no more than 49 per cent of the directors on the board of a public benefit corporation may be "interested persons" An "interested person" is (a) any person compensated by the corporation for services rendered to it within the previous 12 months, whether as a full time or part-time employee, independent contractor excluding any reasonable compensation paid to a director as director; and (b) any brother, sister, ancestor, descendant, spouse, brother -in-law, sister-in-law, son-in-law, daughter-in-law, mother-in-law, or father-in-law of such person.)
Will there be a set number of directors or will there be a minimum and maximum number with the board or members to set the exact number within those limits?
If there are no members, will the directors be chosen by individuals serving on the board?
Will all or any portion of the directors authorized in the bylaws hold office by virtue of designation?
Will there be any qualifications for directors? If so, please specify the qualifications.
What will be the term of office for directors? For public benefit and mutual benefit corporations that have no statutory members, the maximum term is 6 years but the term limitations do not preclude an individual from being reelected to consecutive terms unless such restrictions are set forth in the articles or bylaws.
Who will apply for the federal employer identification number for the nonprofit corporation?
(This is best done by the accountant)
What is the name and address of the bank where the nonprofit corporation will open its bank account?
Who will be the initial President or Chairman of the Board, Secretary and Chief Financial Officer? (The same person may hold any number of officer positions except that neither the secretary nor chief financial officer of a public benefit or religious corporation may serve concurrently as President or Chairman of the Board)
Will there be officers in addition to the President or Chairman of the Board, Secretary and Chief Financial Officer? If so, what officers.
What will be the term of office for the officers? For public benefit corporations, the term of office for any officer position to be filled by election by members is one year unless a longer term not to exceed 3 years is set forth in the articles or bylaws.
What will be the fiscal year of the corporation?
6. INFORMATION NEEDED FOR PREPARATION OF FEDERAL AND STATE TAX EXEMPTION APPLICATIONS AND CHARITABLE TRUST FILINGS
- Employer Identification number
- Corporation's background, and specific proposed activities
- Names, addresses and brief biographies of proposed officers and directors of the corporation
- Proposed compensation, if any, of officers and directors.
- Does the corporation have a special relationship with any other organization? If so, please describe.
- If the corporation has members, provide information regarding the membership structure.
- What assets will the corporation use in its activities.
- What benefits and products or services will the corporation provide relative to its exempt function?
- What will the corporation charge, if anything, for its services or products
- If the corporation has members, will it limit its membership and if so, how?
- Number of anticipated employees and their compensation
- What are the proposed sources of funding?
- What is the nature of the corporation's proposed fund-raising program
- Financial statements and/or a proposed budget i.e. balance sheet, income statement
- Describe the nature and extent of any proposed political activities
- Special schedules and supplemental information will be necessary if the corporation will operate a school, is a hospital or medical research organization, will operate a home for the aged, is a child care organization or the successor of a "for profit" corporation