Every charitable corporation, including Breaking Code Silence, unincorporated association, charitable trustee and other legal entities holding property for charitable purposes, must file with the Attorney General an initial registration form and other documents required by law. Under Government Code section 12585, initial registration must be filed within 30 days of first receiving charitable assets. Assets include public donations, property, government grants, noncash donations, and/or any contribution of value. NOTE: after the initial registration, there are also annual registration renewal and reporting requirements.

Initial registration and annual renewal reporting also apply to all foreign charitable organizations (i.e., corporations formed under the laws of other states) doing business or holding property in California for charitable purposes. Doing business in California includes, active solicitation, such as soliciting donations in California by mail, by advertisements in publications, or by any other means of targeting California residents for donations. Other examples of doing business in California include engaging in any of the following activities: holding meetings of the board of directors or corporate members in California, maintaining an office in California, having officers or employees who perform work in California, and/or conducting charitable programs in California.

Any person who violates any provision of this article with intent to deceive or defraud any charity or individual is liable for a civil penalty not exceeding ten thousand dollars ($10,000).

The Attorney General may issue a cease and desist order whenever the Attorney General finds that any entity or person that is subject to the provisions of this article pursuant to Section 12581, or its agent, servant, or employee, has committed an act that would constitute a violation of, or is operating in violation of, this article, or its implementing regulations, or an order issued by the Attorney General, including, but not limited to, all of the following:

(1) Has refused or failed, after notice, to produce any records of the organization or to disclose any information required to be disclosed under this article or Chapter 4 (commencing with Section 300) of Division 1 of Title 11 of the California Code of Regulations.

(2) Has made a material false statement in an application, statement, or report required to be filed under this article or Chapter 4 (commencing with Section 300) of Division 1 of Title 11 of the California Code of Regulations.

(3) Has failed to file a financial report, or has filed an incomplete financial report, that is required by this article or Chapter 4 (commencing with Section 300) of Division 1 of Title 11 of the California Code of Regulations.

(4) Has engaged in any act prohibited pursuant to Section 12599.6.

The Attorney General may impose a penalty on any person or entity, not to exceed one thousand dollars ($1,000) per act or omission, for each act or omission that constitutes a violation of this article or Chapter 4 (commencing with Section 300) of Division 1 of Title 11 of the California Code of Regulations. At least five days prior to imposing that penalty, the Attorney General shall provide notice to the person or entity that committed the violation by certified mail to the address of record at the Registry of Charitable Trusts. Penalties shall accrue, commencing on the fifth day after notice is given, at a rate of one hundred dollars ($100) per day for each day until that person or entity corrects that violation. Penalties shall stop accruing as of the date set forth in the written notice provided by the Attorney General that the violation or omission subject to penalties has been corrected or remedied.

For more information, please see:

• California Law on the Supervision of Trustees and Fundraisers for Charitable Purposes – Government Code sections 12580-12599.8
• California Code of Regulations, Title 11, section 300, 302-304, 313-316
• Delinquency – State of California Department of Justice

3/22/2021 – Breaking Code Silence is incorporated

June 2021 – Breaking Code Silence starts soliciting donations on Facebook, Instagram, and its website

5/10/2022 – The California Attorney General sends Breaking Code Silence a notice of its requirements to register as a charity

2/20/2023 – A public Reddit post calls attention to Breaking Code Silence’s failure to register with the California Attorney General’s Registry of Charitable Trusts

2/22/2023 – A comment on the Reddit post that purports to be from a former board member alleges that the current CEO and President of the Board of Breaking Code Silence were both aware of their obligation to register in mid-2021.

4/14/2023  – A final notice is sent from the California Attorney General to Breaking Code Silence once again informing it of its requirements to register as a charity

7/18/2023 – An initial registration form signed by the Breaking Code Silence CEO, Jennifer Magill, is submitted to the California Attorney General. This registration appears to be missing the required yearly financial disclosures and registration fee. On page 2 of the form, it confirms that Breaking Code Silence first received assets on June 1st, 2021. It names Dr Apryl Alexander, Dr Vanessa Hughes, and Jennifer Magill (Jenny Magill) as the current directors.

Dr. Apryl Alexander is also on the board of ENVISION : YOU,  Improving LGBTQ+ Mental Health

9/15/2023 – The California Attorney General changes Breaking Code Silence’s status to “Delinquent” for failure to pay the filing fee and file its required annual financial disclosures after 2 years of accepting donations. The notice states the following:

“PLEASE NOTE: Charitable assets cannot be used to pay these avoidable costs. Accordingly, directors, trustees, officers and return preparers responsible for failure to timely file the above-described report(s) are personally liable for payment of all penalties, interest and other costs incurred to restore exempt status. A delinquent organization may not engage in any activity for which registration is required, including solicitation or disbursing of charitable assets.“

9/26/2023 – As of the date of publication, Breaking Code Silence is still asking for donations on its website here. It provides direct links to Paypal, Gofundme, and Givebutter to do electronic donations and an address to mail donations to.

However, Breaking Code Silence’s status still appears to be listed as “Delinquent” on the State of California’s Department of Justice website.

Furthermore, Breaking Code Silence hasn’t registered to take donations in Colorado – where the Jennifer Magill, the CEO of Breaking Code Silence, resides.

Breaking Code Silence is registered in the State of Colorado as a Foreign Nonprofit Corporation.   This is because they have a business presence in the State of Colorado.  However they have not registered as a charity to legally accept donations.

The State of Colorado requires all nonprofits doing business in the state to register with Colorado Secretary of State Jena Griswold.

• State of Colorado Charities and Fundraisers FAQs
• Instructions for Registering as a Charitable Organization
• Colorado Secretary of State Charity Search

C.R.S. Title 6 Consumer and Commercial Affairs – Charitable Solicitations