New York Nonprofit Incorporation Guide

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Quick Facts

A

Pre-Filing Checklist

1. 1.
   Name check & restrictions: Use DOS guidance on distinguishability and restricted words; you can submit a name availability inquiry (fee) or reserve a name.
2. 2.
   Directors: List at least three initial directors with names and addresses in the Certificate (Paragraph Seventh).
3. 3.
   County location: You must name the New York county where the office will be located (not a street address).
4. 4.
   Service of process: You must designate the Secretary of State as agent and provide a mailing address (U.S.) for process; you may also designate a registered agent.
5. 5.
   Purpose + IRS clauses plan: Draft a clear NY-specific purpose (charitable or non-charitable) and plan to include IRS-required organizational/limitations/dissolution clauses outside the purpose paragraph.
6. 6.
   Consents under NPCL §404 (if applicable): Certain purposes (schools, hospitals, childcare, trade associations, etc.) require pre-approval/consent attached to the filing.

B

Prepare the Certificate of Incorporation

Complete your Certificate using DOS-1511-f sample format or draft your own compliant certificate:

1. 1.
   Name: Include required corporate indicator (Corporation, Incorporated, Inc., etc.).
2. 2.
   NPCL definition statement: Reference NPCL §102(a)(5).
3. 3.
   Purpose(s): Choose charitable vs non-charitable and write a specific purpose or use DOS's general purpose option—do not paste IRS boilerplate as the purpose.
4. 4.
   Consents/approvals: Attach any required §404 consents.
5. 5.
   Charitable vs non-charitable category: Check the appropriate box.
6. 6.
   County of office: Name the county only (not a street address).
7. 7.
   Initial directors: Minimum three with names and addresses.
8. 8.
   Designation for service of process: Secretary of State + mailing address; optional email; optional registered agent.
9. 9.
   IRS-required provisions: Include a separate article (e.g., “Tax-Exempt Status and Dissolution”) with:

   • • Organizational test (“exclusively for charitable, educational, religious, or scientific purposes within the meaning of §501(c)(3)”)
   • • Limitations/no private inurement and political/lobbying limits
   • • Dissolution/asset dedication to another §501(c)(3) or government for public purposes

C

File the Certificate

1. 1.
   File online (e-Corp) or by mail: e-Corp is faster and available for most filings.
2. 2.
   Fees:

   • • Standard filing: $75
   • • Optional expedite: $25 (24-hour), $75 (same-day), $150 (2-hour)
3. 3.
   Output: DOS issues a filing receipt; keep the stamped certificate for banking, IRS, Charities Bureau, DTF, etc.

D

Post-Filing Tasks

1. 1.
   EIN: Apply with the IRS (Form SS-4).
2. 2.
   Organizational Meeting: Adopt bylaws; appoint directors/officers; policies; fiscal year; bank resolution.
3. 3.
   Charities Bureau registration: File CHAR410 online before soliciting or within 6 months of receiving charitable assets (EPTL) — whichever is earlier. Then file CHAR500 annually.
4. 4.
   DOS financial reporting (only some orgs): Certain charities must also file annual financial/funding disclosure reports with DOS under Executive Law Article 7-A (in addition to the AG filing). Review DOS's guidance to see if you're covered.
5. 5.
   Sales tax exemption: Apply for ST-119.2 (Exempt Organization Certificate) to make NYS tax-exempt purchases.
6. 6.
   State corporate tax: After your IRS determination letter, file CT-247 to be exempt from NYS corporation franchise tax.
7. 7.
   Biennial statement: Not required for not-for-profit corporations (applies to business corporations and LLCs only).
8. 8.
   Local licenses & banking: City/county permits as needed; open bank account with EIN + filed certificate + bylaws.

Resources & Forms

• Certificate of Incorporation: DOS-1511-f (Sample Form)
• Online Filing Portal: e-Corp System
• Incorporation Instructions: Not-for-Profit Instructions
• Charities Registration: AG Charities Bureau (CHAR410/CHAR500)
• Sales Tax Exemption: Form ST-119.2
• Franchise Tax Exemption: Form CT-247
• NPCL §404 Consents: Required Approvals

Notes & Best Practices

• Don't paste IRS language as your “purpose.” Use a clear, NY-compliant purpose and then add a separate “Tax-Exempt Status and Dissolution” article with the IRS-required clauses
• Plan for §404 consents early if your activities touch education, health, childcare, or trade associations—these approvals must be attached to the filing
• You need at least three initial directors listed in the Certificate—plan accordingly
• Register with the Charities Bureau promptly—before soliciting donations or within 6 months of receiving charitable assets
• Apply for both sales tax (ST-119.2) and franchise tax (CT-247) exemptions after receiving your IRS determination letter
• Publication requirement: New York's newspaper publication rule is an LLC thing—not a not-for-profit corporation requirement
• No biennial statement required for nonprofits (only for business corporations and LLCs)