Syndicate Legal Advisory Services prepares the complete set of documents required to form a nonprofit public benefit corporation — the form used for charitable, educational, religious, scientific, literary, and other organizations operated for the public rather than for members — in California under Part 2 of the Nonprofit Corporation Law and in the other states whose nonprofit statutes recognize the public benefit category, to organize it, and to establish its governance, tax-exemption, charitable-registration, and compliance framework from the first day of operation. Working from the client’s answers to a structured intake, we draft, assemble, and organize every incorporation document, custom bylaws built for the organization’s board and program structure, the organizational resolutions and governance policies, the federal application for recognition of exemption under Section 501(c)(3) and the corresponding state exemptions, the charitable-solicitation registrations, and the post-incorporation compliance calendar, so the corporation is formed correctly, governed by documents that satisfy both the state statute and the IRS, and positioned to obtain and keep its exemption. State filing fees, IRS user fees, registered-agent fees, and other third-party charges are not included in the flat fee and are the sole responsibility of the client.
Scope of work includes:
Formation and exemption planning — a structured intake and written summary confirming the state of incorporation and that the public benefit form (rather than a mutual benefit or religious corporation) fits the organization’s purpose; the charitable, educational, or other exempt purpose and the programs that will carry it out; whether the organization will have statutory members or a self-perpetuating board; the board size, composition, and election method, with attention to the independence and family-relationship considerations the IRS applies; the public-charity classification sought (publicly supported organization, supporting organization, school, church, or hospital) or private-foundation status, and the consequences of each; the organization’s expected revenue sources, lobbying intentions, and any unrelated business activity; the corporate name and registered agent; and the states in which the organization will solicit contributions.
Name availability — the name-availability search and reservation filing where wanted, a preliminary trademark-conflict screen, and the assumed-name filing where applicable.
Articles of incorporation — preparation of the articles in the form the nonprofit statute requires for a public benefit corporation, including the statement that the corporation is a nonprofit public benefit corporation organized under the applicable law, the specific purpose statement, the registered agent and incorporator, and the provisions the Section 501(c)(3) organizational test requires: the limitation of purposes and activities to exempt purposes, the prohibitions on private inurement, political campaign intervention, and substantial lobbying, the irrevocable dedication of assets to charitable purposes, and the dissolution clause directing assets to another exempt organization or governmental unit, together with the optional provisions on director liability limitation and indemnification, and the private-foundation operating provisions where that status will apply.
Custom bylaws — bylaws written for the organization’s specific structure, addressing: the members, if any, and their rights, or the statement that the corporation has no members; the board of directors — its size and the method for changing it, qualifications, election or appointment, terms and term limits, vacancies, removal, meetings, notice, quorum, voting, action by written consent, committees (including the audit and compensation committees the statute or the organization’s size requires), and the statutory limit on compensated directors; the officers and their duties; the conflict-of-interest and interested-director transaction procedures; the standards of conduct for directors and the indemnification and insurance provisions; records, inspection rights, and the annual report to directors and members; the fiscal year, budget, and financial controls; and the amendment procedures.
Governance policies — the conflict-of-interest policy in the form the IRS application asks about, the executive-compensation policy and the rebuttable-presumption procedure for setting compensation, the whistleblower policy, the document-retention and destruction policy, the gift-acceptance policy, the expense-reimbursement policy, and the joint-venture and fiscal-sponsorship policies where the organization’s activities call for them.
Organizational resolutions and initial records — the incorporator’s action and the board’s organizational consent adopting the bylaws and policies, electing officers, confirming the initial directors, adopting the fiscal year and the initial budget, authorizing the bank account, tax identification, exemption applications, and charitable registrations, and ratifying the incorporation; the director roster; and the corporate record book index.
Tax identification and exemption applications — the federal employer identification number application; the Form 1023 or Form 1023-EZ application for recognition of exemption under Section 501(c)(3), with the narrative of past, present, and planned activities, the financial data and projections, the compensation and conflict-of-interest responses, the public-charity classification request, and the supporting exhibits; the state income or franchise tax exemption application (such as California Form 3500 or 3500A); the state sales-tax, property-tax, and welfare exemptions where available; and the state employer registrations.
Charitable registrations and compliance filings — the initial registration with the state attorney general’s charitable registry where required, the charitable-solicitation registrations in each state where the organization will solicit (with the unified registration statement where accepted), the initial statement of information, the beneficial ownership information report where the corporation is subject to it under the rules in effect at formation, and foreign qualification applications for other states.
Post-incorporation compliance toolkit — a compliance calendar and template set for the annual board meeting and officer elections, the annual information return (Form 990, 990-EZ, or 990-N, or Form 990-PF for a private foundation), the state exempt-organization return and attorney-general annual report, the statement-of-information and charitable-solicitation renewals, the donor acknowledgment and substantiation requirements, the public-disclosure obligations for the exemption application and returns, the public-support test monitoring, and the lobbying and unrelated-business-income tracking, with a one-page summary of the activities and transactions that could jeopardize the exemption.
Deliverable: a complete, indexed corporate record book (electronic and hard copy) containing the filed or file-ready articles, the executed bylaws, the governance policies, the organizational consents, the director roster, the tax identification and exemption applications, the charitable registrations and compliance filings, and the compliance calendar, with a filing checklist and signature-ready versions of each document for execution by the incorporator, directors, and officers.