Secretary of State Business Programs Division th rd 1500 11 Street, 3 Floor Sacramento, CA 95814 Business Entities (916) 657-5448 Organization of California Common Interest Development Associations Most common interest development associations are formed as nonprofit mutual benefit corporations. For that reason, the attached sample was prepared pursuant to the Mutual Benefit Corporation Law (California Corporations Code section 7110, et seq.) with the additional language required by Civil Code section 1363.5. The attached sample has been drafted to meet minimum statutory requirements. The sample may be used as a guide in preparing documents to be filed with the Secretary of State. It is recommended that legal counsel be consulted for advice regarding the proposed corporation’s specific business needs, which may require the inclusion of special article provisions. The Secretary of State does not provide a standardized form due to the many possible drafting variations. Where to File Documents can be delivered:  by mail to Secretary of State, Document Filing Support Unit, P.O. Box 944260, Sacramento, CA 94244-2600. Please refer to our website at www.sos.ca.gov/business/be/mail-processing-times.htm for www.sos.ca.gov/business/be/processing-times.htm current mail processing times. To facilitate the processing of documents mailed to our Sacramento office, a self-addressed envelope and a letter referencing the corporate name, a return address and the name and telephone number of the person submitting the document also should be submitted.  in person (drop off) between the hours of 8:00 a.m. and 4:30 p.m., Monday through Friday (excluding holidays). The office locations are as follows: Sacramento Office 1500 11th Street, 3rd Floor Sacramento, CA Los Angeles Regional Office 300 South Spring Street, Room 12513 Los Angeles, CA Note: The Los Angeles regional office is only able to process initial Articles of Incorporation delivered in person (drop off). Please refer to our website at www.sos.ca.gov/business/regional.htm for detailed information regarding the submission of documents to the Los Angeles regional office Fees The fee for filing Articles of Incorporation for a nonprofit corporation is $30.00. A $15.00 special handling fee is applicable for processing documents delivered in person (drop off) to the Sacramento office or the Los Angeles regional office. The special handling fee is in addition to the filing fee, should be included in a separate check, and will be retained whether the document is filed or rejected. The preclearance and/or expedited filing of a document within a guaranteed time frame can be requested for an additional fee in lieu of the special handling fee. Please refer to our website at www.sos.ca.gov/business/be/service-options.htm for detailed information regarding preclearance and expedited filing services. The special handling fee or preclearance and expedited filings services are not applicable to documents submitted by mail. Payments for documents submitted:    by mail to the Sacramento office can be made by check or money order. in person (drop off) at the Sacramento office can be made by check, money order, cash, or credit card (Visa or MasterCard). in person (drop off) at the Los Angeles regional office can be made by check, money order, or credit card (Visa or MasterCard). The Los Angeles regional office is not able to accept cash. Checks or money orders should be made payable to the Secretary of State. Secretary of State Information ARTS-MU-CID (REV 04/2010) Page 1 of 2 Copies The Secretary of State will certify up to two copies of the filed document without charge, provided that the complete copies with any attachments are submitted to the Secretary of State with the document to be filed. Any additional copies submitted will be certified with payment of $8.00 per copy. Franchise Tax Requirements A nonprofit corporation is a taxable entity and subject each year to an $800 minimum California franchise tax unless the corporation has applied for tax-exempt status and the Franchise Tax Board (FTB) determines the corporation qualifies for tax-exempt status. Therefore, until such a determination is made, the corporation must file a return and pay the associated tax every year until the corporation is formally dissolved. After filing its Articles of Incorporation with the Secretary of State, the nonprofit corporation may apply for tax-exempt status in California by mailing an Exemption Application (FTB Form 3500), along with an endorsed copy of the Articles of Incorporation and all other required supporting documentation, to the Franchise Tax Board, P.O. Box 942857, Sacramento, California 94257-4041. Form 3500 can be accessed from FTB’s website at www.ftb.ca.gov or can be requested by calling FTB at (800) 338-0505. For further information regarding franchise tax exemption, refer to FTB’s website or call FTB at (916) 845-4171. Questions regarding franchise tax requirements must be directed to FTB. Additional Resources All corporations are subject to state and federal tax laws and may be subject to additional requirements depending on the type of corporation and/or the type of business conducted. Please refer to our website at www.sos.ca.gov/business/be/resources.htm for a list of other agencies you may need to contact to ensure proper compliance. Note: The Secretary of State does not license corporations. For licensing requirements, please contact the city and/or county where the principal place of business is located and/or the state agency with jurisdiction over the activities of the corporation. Name restrictions apply to most business entities. Please refer to our website at www.sos.ca.gov/business/be/name-availability.htm for business entity name regulations and the most common statutory requirements and restrictions relating to the adoption of a business entity name in California. Statement of Information and Statement by Common Interest Development Association A Statement of Information (Form SI-100) and a Statement by Common Interest Development Association (Form SI-CID) are required to be filed with the Secretary of State within 90 days after filing the Articles of Incorporation and biennially thereafter during the applicable filing period. The applicable filing period is the calendar month during which the initial Articles of Incorporation were filed and the immediately preceding five calendar months. (California Corporations Code section 8210; and California Civil Code section 1363.6.) Note: Form SI-CID must be submitted together with Form SI-100 at the time of filing with the Secretary of State. Form SI-100 and Form SI-CID are available on our website at www.sos.ca.gov/business/be/statements.htm and can be viewed, filled in and printed from your computer for mail or drop off submission. Secretary of State Information ARTS-MU-CID (REV 04/2010) Page 2 of 2 Organization of California Common Interest Development Associations Instructions: Articles of Incorporation must be drafted to include all the provisions required by the California Corporations Code. Articles of Incorporation may include other provisions as permitted under California law (e.g., the name and address of each initial director). The attached sample meets the minimum statutory requirements and should only be used as a guide in preparing Articles of Incorporation. The document should be typed with letters in dark contrast to the paper. Documents not suitable for reproduction will be returned unfiled. Note: The file date of Articles of Incorporation is generally the date the document complying with applicable law is received in the Secretary of State’s office. Article I: The articles must include a statement of the name of the corporation.  The name must be exactly as you want it to appear on the records of the California Secretary of State.  Name restrictions apply to most business entities. Please refer to our Name Availability webpage at www.sos.ca.gov/business/be/name-availability.htm for business entity name regulations and the most common statutory requirements and restrictions relating to the adoption of a business entity name in California. Article IIA: This exact statement is required by the California Corporations Code and should not be altered. Article IIB: A statement describing the specific purpose may be included. Article III: The articles must include the name of the initial agent for service of process.1  If an individual is designated as agent, include the agent’s business or residential street address in California (a P.O. Box address is not acceptable). Please do not use “in care of” (c/o) or abbreviate the name of the city.  If another corporation is designated as agent, do not include the address of the designated corporation. Note: Before another corporation may be designated as agent, that corporation must have previously filed with the Secretary of State a certificate pursuant to California Corporations Code section 1505. A corporation cannot act as its own agent and no domestic or foreign corporation may file pursuant to Section 1505 unless the corporation is currently authorized to engage in business in California and is in good standing on the records of the California Secretary of State. Article IV: The Franchise Tax Board requires this language before state tax exemption may be granted. (Articles V, VI and VII are required by California Civil Code section 1363.5.) Article V: This statement is required when forming a corporation to manage a common interest development. Article VI: If the association has a business or corporate office and (1) the office is on site of the common interest development, the articles must include the address of the association’s business or corporate office, and should include a statement that the office is on the site of the common interest development; OR (2) the office is not on site of the common interest development, the articles must include the address of the association’s business or corporate office along with the nine-digit zip code, front street and nearest cross street to the common interest development. If the association has no business or corporate office address, no statement is required. Article VII: The articles must include the name and address of the association’s managing agent, if any. If the association has no managing agent, no statement is required. Execution: The articles must be signed by each incorporator, or by each initial director named in the articles. If initial directors are named, each director must both sign and acknowledge the articles. Note: If initial directors are not named in the articles, the individual(s) executing the document is the incorporator(s) of the corporation. The name of each incorporator or initial director should be typed beneath their signatures. 1 An “agent for service of process” is an individual (director, officer or any other person, whether or not affiliated with the corporation) who resides in California or another corporation designated to accept service of process if the corporation is sued. Note: The agent must agree to accept service of process on behalf of the corporation prior to designation. Secretary of State Instructions ARTS-MU-CID (REV 04/2010) Sample Articles of Incorporation I The name of this corporation is [Name of Corporation] . II A. This corporation is a nonprofit Mutual Benefit Corporation organized under the Nonprofit Mutual Benefit Corporation Law. The purpose of this corporation is to engage in any lawful act or activity, other than credit union business, for which a corporation may be organized under such law. B. The specific purpose of this corporation is to ____________________________ ________________________________________________________________ . III The name and address in the State of California of this corporation's initial agent for service of process is: Name __________________________________________________________ Address ________________________________________________________ City ___________________________ State CALIFORNIA Zip _________ IV Notwithstanding any of the above statements of purposes and powers, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific purposes of this corporation. V This corporation is an association formed to manage a common interest development under the Davis - Stirling Common Interest Development Act. VI NOTE Use only one of the two statements, if applicable. The address of the business or corporate office of the association is ____________ ________________________________________________ . This office is on site. OR DO NOT USE BOTH STATEMENTS The address of the business or corporate office of the association is ____________ _____________________________. The nine-digit zip code of the common interest development is _________________. The front street and the nearest cross street to the common interest development are __________________________________ ___________________________________________________________________ . If an individual is designated as the initial agent for service of process, include the agent’s business or residential street address in California (a P.O. Box address is not acceptable). If another corporation is designated as the initial agent for service of process, do not include the address of the designated corporation. This sample should be used ONLY as a guideline in the preparation of the original document for filing with the California Secretary of State. Secretary of State Sample ARTS-MU-CID (REV 04/2010) Page 1 of 2 VII NOTE Use only if applicable. The name and address of the association's managing agent is ________________ __________________________________________________________________ . [Signature of Incorporator] [Typed name of Incorporator], Incorporator This sample should be used ONLY as a guideline in the preparation of the original document for filing with the California Secretary of State. Secretary of State Sample ARTS-MU-CID (REV 04/2010) Page 2 of 2 Articles of Incorporation I . The name of this corporation is II A. This corporation is a nonprofit Mutual Benefit Corporation organized under the Nonprofit Mutual Benefit Corporation Law. The purpose of this corporation is to engage in any lawful act or activity, other than credit union business, for which a corporation may be organized under such law. B. The specific purpose of this corporation is to ____________________________ ________________________________________________________________ . III The name and address in the State of California of this corporation's initial agent for service of process is: Name __________________________________________________________ Address ________________________________________________________ City ___________________________ State CALIFORNIA Zip _________ IV Notwithstanding any of the above statements of purposes and powers, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the specific purposes of this corporation. V This corporation is an association formed to manage a common interest development under the Davis - Stirling Common Interest Development Act. VI NOTE Use only one of the two statements, if applicable. The address of the business or corporate office of the association is ____________ ________________________________________________ . This office is on site. OR DO NOT USE BOTH STATEMENTS The address of the business or corporate office of the association is ____________ _____________________________. The nine-digit zip code of the common interest development is _________________. The front street and the nearest cross street to the common interest development are __________________________________ ___________________________________________________________________ . If an individual is designated as the initial agent for service of process, include the agent’s business or residential street address in California (a P.O. Box address is not acceptable). If another corporation is designated as the initial agent for service of process, do not include the address of the designated corporation. This sample should be used ONLY as a guideline in the preparation of the original document for filing with the California Secretary of State. Secretary of State ARTS-MU-CID (REV 04/2010) Page 1 of 2 VII NOTE Use only if applicable. The name and address of the association's managing agent is ________________ __________________________________________________________________ . , Incorporator This sample should be used ONLY as a guideline in the preparation of the original document for filing with the California Secretary of State. Secretary of State ARTS-MU-CID (REV 04/2010) Page 2 of 2