Certificate of Incorporation for Domestic Not-for-Profit Corporations

Certificate of Incorporation for Domestic Not-for-Profit Corporations
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Overview

A not-for-profit corporation may be formed under the Not-for-Profit Corporation Law as a “charitable corporation” or a “non-charitable corporation” unless it may be formed under any other corporate law of New York State (See Not-for-Profit Corporation Law section 201). A not-for-profit corporation may not be formed for pecuniary profit or financial gain. The Department of State's Division of Corporations is responsible for filing and maintaining certificates filed by the Department of State for not-for-profit corporations pursuant to the Not-for-Profit Corporation Law §402.

How to File

  • Complete and file a Certificate of Incorporation with the Department of State.
    • To assist in the filing of the Certificate of Incorporation, the New York Department of State has prepared instructions for forming a domestic not-for-profit corporation.

 

  • Sections 301 and 404 of the Not-for-Profit Corporation Law include provisions relating to restrictions on the use of certain words and phrases in the name of the corporation. The name of the corporation may not include a word or phrase restricted by the Not-for-Profit Corporation Law or another statute unless the Certificate of Incorporation complies with the restriction. Certain activities and purposes also require the consent or approval from another state agency prior to filing.

 

  • Unless an exemption applies, the name of the corporation must contain one of the following words or abbreviations: Incorporated, Corporation, Limited, Inc., Corp., or Ltd. (See NPCL § 301(a)(1))

 

  • Section 404 of the Not-for-Profit Corporation Law also requires corporations formed for certain purposes to include the written consent or approval of the specified agency when submitting their Certificate of Incorporation to the Department of State for filing

 

  • The completed Certificate of Incorporation, together with the statutory filing fee of $75, should be forwarded to:
    • Department of State, Division of Corporations, State Records and Uniform Commercial Code, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.

Name Availability

  • The Division of Corporations is required by statute to reject for use any corporate, limited partnership, or limited liability company name that is not "distinguishable" from existing names on file. The only avenue to determine whether a name is available for a corporation, limited partnership or limited liability company is to make a name availability inquiry. The Corporation and Business Entity Database online search is intended for status inquiries of entities already on file with the Department of State. Customers are cautioned to avoid interpreting database search information as an indication that a name is or is not available for use.

 

  • The records of the Division of Corporations may be searched for availability of name by submitting a written request to the Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The written inquiry should state that you wish to determine the availability of a name and list the name or names to be searched.  Although it is not required, it is recommended that a copy of the name availability response be attached to the document you are submitting for filing.

 

  • A finding that the name is available is not an approval of the name by the Department of State and is not a determination that the proposed name satisfies any particular requirement of law. No expenditure or other commitment should be made in reliance upon the availability of a name.

 

  • Pursuant to Section 96 of the New York State Executive Law, the fee for searching the records for availability of name is $5 per name submitted. Please note that the Department's determination regarding the availability of a name applies only to the date and time that the name search was completed. Requests for name availability cannot be handled by telephone.

Fees

$75 filing fee for Certificate of Incorporation.

All fees must be paid by cash, check, money order, MasterCard, Visa or American Express.

  • To pay for a fee using your credit card or debit card, complete and sign the Credit Card/Debit Card Authorization Form and submit it to the Division of Corporations with your request for service.
  • Checks and money orders should be made payable to the “Department of State.” Please do not send cash through the mail.  All checks over $500 must be certified.

Expedited Processing

  • Expedited Handling Services: (optional) The NYS Department of State's Division of Corporations offers expedited processing of time-sensitive documents. For an additional fee, the Department of State will process a document within the following time frames for the additional fee indicated; $25.00 per document for processing within 24 hours, $75.00 per document for processing within the same day, or $150.00 per document for processing within 2 hours.

 

  • The additional, non-refundable fee for expedited processing service must be paid by a separate check or money order or indicated in the appropriate space on the Credit Card/Debit Card Authorization Form.
    • The Division of Corporations accepts MasterCard, Visa and American Express for the payment of fees. To pay for a fee using your credit card or debit card, simply complete and sign the Credit Card/Debit Card Authorization Form and submit it to the Division of Corporations with your request for service.
    • The Credit Card/Debit Card Authorization Form submitted with any request for services must specifically indicate the level of expedited service requested.

 

  • The envelope bearing documents for filing and other requests for expedited processing services must be marked with the notation "Expedited Processing" on the envelope.

Additional Information

  • Not-for-profit corporations may not be formed for profit or financial gain. Additionally, no corporate assets, income or profit may be distributed to the corporation’s members, directors or officers unless permitted by the NPCL.

 

  • Corporations created to enable their members to meet for divine worship or other religious observances are filed pursuant to the Religious Corporations Law. Corporations for other religious purposes may be filed pursuant to the Not-for-Profit Corporation Law.

 

  • The Office of the Attorney General’s publication, "Procedures for Forming and Changing Not-for-Profit Corporations in New York State" summarizes the steps to follow for not-for-profit corporations that are charities. This publication is available online at www.ag.ny.gov.

 

  • For tax exemption information contact the NYS Department of Taxation and Finance, Corporation Tax Bureau at W.A. Harriman State Campus, Albany, NY 12227 or by telephone at (518) 485-2889, as well as the U.S. Internal Revenue Service at (877) 829-5500.

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