In California, every domestic nonprofit corporation must file a Statement of Information (the “Statement”) within 90 days of incorporation and every two years thereafter. Nonprofit corporations formed outside of California but that operate in the state must file a Statement of Information within 90 days of initial registration in California and every year thereafter. If any information on the Statement changes, an updated version may be filed (and must be filed to change the agent for service of process). The form is filed online. Below are detailed instructions for completing the Statement.
Filing Instructions for a Nonprofit Statement of Information
To file online, you must first create an account with the Secretary of State at https://idm.sos.ca.gov/signin/register. Keep your login information handy to track your filing progress. Once your account is created, visit https://bizfileonline.sos.ca.gov/search/business and, while logged in, enter your nonprofit’s legal name or entity number (found on the certified Articles of Incorporation or by searching the nonprofit by name on the same page). Click on the hyperlinked entity name in the list of search results. A column will appear on the right with the nonprofit’s information, including the Statement’s filing due date. If the Statement is overdue, the date will be highlighted in red. At the top of the column, select “File a Statement of Information.”
You will be directed to a page with the Privacy Warning and Terms and Conditions of Use. Confirm you have read and agree to these by checking the box. You will then see a page requesting information about the person submitting the form (optional) and a page that shows the pre-filled entity details. On the next page, you will be asked to provide the following information (and note that at any point you can save your progress by selecting “Save Draft”):
- Principal Office Address: Enter the street address (not a PO Box) where the nonprofit keeps its records or conducts business. For California nonprofits, this must be a California address. (California nonprofits without a principal office in the state should just enter a mailing address as described below). Out-of-state corporations can provide a non-California address for their principal office but are also asked to provide the street address of their principal office in California, if any.
- Mailing Address: If there is a separate mailing address, enter it here. This can be a PO Box, an out-of-state address, or an international address. Click “Next Step.”
- Officers: California nonprofit public benefit corporations and religious corporations will now be asked to answer a question as to whether the entity’s bylaws allow the CEO (President/Chair) to be the Secretary or CFO (Treasurer). Under California law, for nonprofit public benefit corporations and religious corporations, the President or Chair cannot also serve as the Secretary or CFO/Treasurer, although the same person can serve as both Secretary and CFO/Treasurer. Accordingly, if such corporations have legally compliant bylaws, the answer will be “No”. Continue by entering the names and addresses of the Chief Executive Officer (or President/Chair), Secretary, and Chief Financial Officer (Treasurer). You can either enter a new address or select an existing one from the system such as the corporation’s address. Use the blue paperwork icon to copy addresses from previous entries. You can also add the names of additional officers, if desired. (Out-of-state nonprofits may ignore the additional field asking for the names and addresses of its directors.)
- Agent for Service of Process: This can be an individual residing in California or a registered corporate agent. If using a registered corporate agent, type their name to search the database and confirm the entity. You must certify that you have obtained prior approval from the agent.
- Additional Fields: On the following page, you should opt in to email notifications to receive important updates and filing reminders. Out-of-state nonprofits will also be asked to provide a brief description of the general nature of their activities and, on the following page, answer a question about whether an officer or director of the nonprofit has an outstanding labor judgment.
Review your information, check the Electronic Signature box, and enter the authorized signer’s name. Click “Next Step.”
Finally, provide your credit card information to pay the applicable fee(s) and submit the Statement. A copy will be emailed to you if you opted in for notifications. The biennial Statement filing fee for California nonprofits is $20.00. The annual Statement filing fee for out-of-state nonprofits is $25.00. There is a $5.00 fee for filing an updated Statement outside the required period. You may monitor processing times here.
Conclusion
The Law Firm for Non-Profits is committed to guiding nonprofit organizations in navigating the complexities of legal compliance with all regulators including routine tasks like filing or updating a Statement of Information. Ensuring your organization’s filing status is completed is central to maintaining your corporate status as a nonprofit.