By completing and submitting our online worksheet, we provide you with all you need to organize your Not-For-Profit Corporation (including a complete corporate outfit).
We Prepare and file the Certificate of Incorporation according to your instructions. The proposed certificate will be emailed or faxed to you for approval or necessary revisions.
We will obtain any approvals required by Section 404 NPCL, prior to filing with the New York Secretary of State.
We send you an original copy of the Certificate of Incorporation and the filing receipt issued by the Secretary of State, along with Waiver of Notice of Organization Meeting and the Minutes of the Organization Meeting (Incorporator’s release of Corporation to Directors).
We notify your office with date of incorporation, by phone, fax or email (your preference)
DOWNLOAD our worksheet to view a detailed list of the information we will need to get started, along with the current fees!
A Not-for-Profit corporation is formed pursuant to Section 402 of the Not-for-Profit Corporation Law. Not-for-Profit Corporation Law Section 201 (Purposes) provides a list of general purposes for which a not-for-profit corporation may be formed. Unlike a business corporation, the Certificate of Incorporation must set forth the specific purposes for which the corporation is being formed, and the type of activities dictate what “TYPE” the corporation is when filing.
The purpose of a charitable Not for Profit corporation would fall under one or more of the following categories:
Charitable, Religious, Educational, and Scientific.
The following general charitable purpose may be used or a specific purpose may be used:
The purpose for which the corporation is formed is any purpose for which corporations may be organizedunder the Not for Profit Corporation Law as a charitable corporation.
A non-charitable Not for Profit corporation is considered to have a purpose that is internal, that predominately benefits its members. An example of a non-charitable Not for Profit is a Social Club, Athletic Club, Trade Association etc.
The following general non-charitable purpose may be used or a specific purpose may be used:
The purpose for which the corporation is formed is any purpose for which corporations may be organized under the Not for Profit Corporation Law as a non-charitable corporation.
A not-for-profit corporation may not be formed for pecuniary profit or financial gain and the corporation’s assets, income or profit may not be distributed to or otherwise used to benefit the corporation’s members, directors or officers except as permitted by the Not-for-Profit Corporation Law, e.g., as reasonable compensation for services to the corporation. (See Sections 102 (a)(5) and 515).
Section 301 of the Not-for-Profit Corporation Law includes provisions relating to restrictions on the use of certain words and phrases in the name of the corporation. Generally, the name of the entity may not include a word or phrase restricted by another statute unless one has complied with the restriction. Certain words and phrases also require the consent or approval from another agency prior to filing the document with the Division of Corporations.
In addition, certain types of activities such as educational/cultural components, hospitals, substance abuse programs, etc., require the consent or approval of another agency prior to filing the Certificate of Incorporation with the Division of Corporations. Section 404 of the Not-for-Profit Corporation Law indicates when consents or approvals are required. If there is any doubt as to what, if any, consents or approvals may be required, please contact our corporate department for assistance. In addition to state agency approvals, there may be other local licensing requirements.
Corporations formed for the purpose of operating a church are generally filed pursuant to the Religious Corporations Law and the certificate of incorporation is filed with the County Clerk where the church is located. If the church is considered a FREE CHURCH (generally self-sufficient without ties to an existing denomination) it is incorporated under Article 9 of the Religious Corporations Law and filed with the Secretary of State. Corporations with religious purposes, other than the formation of a church, may be filed pursuant to the Not-for-Profit Corporation Law.
A corporation formed pursuant to the Not-for-Profit Corporation Law is not automatically exempt from federal and state taxes. To qualify for tax exemption status under the Internal Revenue Code, your organization must be organized for one or more of the purposes specifically designated in the Code. In addition, the Internal Revenue Service (IRS) will require that certain provisions be included in your Certificate of Incorporation prior to granting tax exemption, and the correct subsection within 501(c ) should also be included accordingly.We do offer assistance with obtaining 501(c) status. Please contact our corporations department for further information.
Here is some useful information regarding a Charitable Foundation, Public Versus Private: If the corporation receives most of its support from a small group of individuals or private foundations, the organization will be classified as a “private foundation” rather than a “public charity”. Most organizations attempt to be classified as public charities because a number of restrictions and additional reporting requirements apply to private foundations. In addition, many private foundations will not give grants to other charities that are classified as private foundations. Status as a public charity or private foundation must be determined by the entity and confirmed by the IRS. In both cases, no participation or intervention in any political campaign on behalf of any candidate for public office is permitted.
Our corporate department is always ready to assist you with establishing or maintaining your organization. We have simplified the incorporation process by providing you with a user-friendly worksheet. If you have any questions when completing it, please feel free to contact us for assistance!