Articles of Incorporation – pt. 1

In searching for answers to how to make our own non-profit company, the first thing we found was a lot of pointers on what board members to choose, and weather we really wanted to be a non-profit, or if we’d rather be an LLC, etc.

Then we found this:

Straight up.  There it is.  Thank you

So we made our way down the list.  And just in case the list breaks, here it is forever and ever:


1Check name availability Secretary of State0
2Reserve corporate name Secretary of State OR In person at any office of the Secretary of State$10 mail in $20 in person
Receive Reservation CertificateYOU now have 60 days to file Articles of Incorporation 0
3Prepare Articles of IncorporationPublic benefit nonprofit corp form Prepare a shortlist of potential board members.0
4File Articles of IncorporationSecretary of State By mail to Secretary of State OR In person at Sacramento or LA offices$30 mail in $30 + $15 fee in person
5Apply for EIN IRS Form SS-40
6Generate BylawsThe bylaws lay out the operating rules for your nonprofit. Issues to address include: purposes, number of directors (variable recommended), terms of office, meeting schedule, fiscal year, etc.
7File Statement of Information Secretary of State Online OR Mail$20
8Prepare Exemption ApplicationFranchise Tax Board Form 3500$25
9Generate IRS Exemption ApplicationForm 1023 applicants whose gross receipts average $10,000 or less Form 1023 applicants gross receipts average more than $10,000 Form 1023 EZ Phone: 877.829.5500$400 $850 $400
10Register with Registry of Charitable TrustsAttorney General$25
11Understand and ComplyAttorney General California Nonprofit Integrity Act of 2004 0

Going down the list, the first thing we learned is that a non-profit company is not the same as 501(c)3.  Incorporating and becoming Tax-Exempt are two different processes.

Step 1-2. We registered our name.  We had to check to see that someone else wasn’t using the name “Rook Theater” for a business in California.  We did that here:

Step 3-4. Articles of Incorporation.  Yes, you can write them yourself.  But there are a number of phrases that must appear.  My extreme ignorance/fear of messing up some odd legal grammar compelled me to just use the form with everything laid out as needed.

Here is the form: This form is quite simple and short.  This is not the place for your corporation’s bylaws, directors, or mission statement.  That’s right, the ‘mission statement’ and ‘statement of purpose’ are two different bits of writing.  The statement of purpose is messaging to the government.  The mission statement is messaging to the public.  According to out Articles of Incorporation:  “The specific purpose of this corporation is to produce experiences for public artistic advancement.”

Blog world suggested that we are not too specific, as too fine a point on it may limit what interesting stuff we can do with tax exemption.  If we’re outside the stated purpose that we (eventually) were granted exemption for, we might run into some sort of trouble.  What kind I don’t know. An audit?  Something.

Filling it out, we can sign it as ‘incorporator.’  Is ‘incorporator‘ anything more than the person who signs as incorporator?  They aren’t necessarily directors, officers, or the agent of service of process.  They are the incorporator.  Ok.  That’s me.

So being the guy who wants Rook Theater to happen the most, and as you might be, being the one who is still reading this, I signed as incorporator and made myself the agent of service of process.  That is the person who gets notified if the corporation gets sued.  It doesn’t mean personal liability.  So with our name registered and our fingers crossed we sent the articles and another fee into the Secretary of State.  Then, we waited for some sort of notice.  The first one we got was from the franchise tax board, whoever they are.

“We received information that your business entity may be doing business in California.  Therefore, we are notifying you of your potential resident and nonresident withholding responsibilities.”  Our business entity?  Cool.  There’s our Entity ID on the letterhead…

So I searched for Entity ID and found this: and …we exist!  Hey, great!  Days later, we got a yellow flyer in the mail, saying “Welcome to California,” from the Secretary of state.  This form also pointed us to filing our required statement of information, but according to this list, that would mean skipping the EIN step.  And since the list is the list, I’m following the list.