How To Legally Change A Nonprofit’s Name In California

Changing a nonprofit’s name is an exciting step—whether it is part of a rebranding effort, a shift in mission, or simply a modernization of the organization’s identity. However, the process involves more than just updating a logo or website. Legally changing a nonprofit’s name in California requires careful planning and compliance with state and federal laws.

This is a high-level overview of the steps involved in that process, to help nonprofits navigate this transition smoothly.

Step 1: Preliminary Considerations

Before officially changing a nonprofit’s name, nonprofits should check the new name’s availability. This can be done by searching for the new name on the California Secretary of State’s website to assess if it is available with the Secretary of State. Keep in mind that just because the name is available through the Secretary of State, does not mean that using the name will not infringe on existing trademarks. For this reason, LCW also recommends conducting a broader trademark search or potentially consulting with intellectual property counsel, to assist in searching various trade name databases to analyze if your nonprofit’s use of the name under consideration will give raise to trademark or similar liabilities.

Nonprofits should also confirm that the desired domain name is available and register it. Additionally, if a nonprofit has any loans, LCW recommends reviewing those agreements to determine whether advanced lender notification, or any other steps, need to be completed before a name change.

Step 2: Obtain Board Approval & Amend Articles of Incorporation

A nonprofit’s legal name is established in its Articles of Incorporation, so changing the name requires the Board of Directors to approve an official amendment to the organization’s Articles of Incorporation. This can be done two different ways. First, the Board can approve just changing the one article in the Articles of Incorporation identifying the name of the corporation, and then authorize an officer or other agent of the nonprofit to file a “Certificate of Amendment” with the Secretary of State. The second option is to restate the entire set of Articles of Incorporation, including the article identifying the corporation’s name, as well as the rest of the articles in the Articles of Incorporation. Then, the organization’s authorized agent files “Restated Articles” with the Secretary of State. A full restatement is usually done when the Board wants to update and modernize the Articles, in addition to changing the organization’s name.

Either way, Board approval should be documented in meeting minutes, a formal resolution, or a unanimous written consent form. While not legally required, this is also a good time to update the organization’s Bylaws for consistency.

Step 3: File the Name Change with the California Secretary of State

Once Board approval is obtained, the name change must be formally filed with the Secretary of State. If a nonprofit is filing a Certificate of Amendment, it can be filed online using the Secretary of State’s standard online form.

If a nonprofit is restating their Articles of Incorporation, the new Articles must be signed by two officers and, currently, must be submitted via mail to the Secretary of State. Processing time typically ranges from 2-4 weeks.

Step 4: Notify Government Agencies & Update External Records

After the Secretary of State processes the name change, there are a number of government agencies and external records that will need to be updated. Many of these are outlined below:

• Internal Revenue Service (IRS) – The name change can be reported to the IRS in the next Form 990 filing. If a nonprofit needs an updated tax-exempt determination letter, an affirmation letter can also be requested from the IRS.
• California Franchise Tax Board (FTB) – The FTB administers and collects state personal income tax. No separate filing is required to the FTB as the FTB receives the update automatically from the Secretary of State.
• Payroll Provider – A nonprofit should update payroll records to ensure compliance with the Labor Code’s requirement that paystubs issued to employees include, among other things, the employer’s legal name.
• Vendors & Service Providers – A nonprofit should notify banks, insurance carriers, utility companies, cloud service providers, janitorial and food service vendors, and other key partners of the name change.
• Licensing Agencies – A nonprofit should update business licenses with local city and county agencies, to the extent it is required to have a business license where it operates, as well any state or federal licenses related to its operations.
• Real Property Records – If a nonprofit owns real estate, it may need to update records with the County Assessor’s Office, Board of Equalization, and the County Recorder/Registrar as needed to maintain its welfare property tax-exemption.

Step 5: Update Internal Documents

Although existing contracts and agreements remain valid under the old name, all future agreements that the nonprofit enters into or other official documents issued by the nonprofit should reflect the change, including: employment agreements, handbooks and other personnel policies, donor solicitations, vendor agreements, grant agreements, and other official contracts or documents of the organization.

As you can see, navigating a nonprofit name change involves multiple legal and operational steps. If your organization is considering embarking on this organizational change, an LCW attorney is available to help answer any questions you may have about the legal steps outlined above.