Forming a Nonprofit Corporation in New York [1]

Here are the steps to form a nonprofit corporation in New York. You should read this page in conjunction with the general section on forming a nonprofit corporation [2] [2], which has additional steps listed that are applicable to all states. You should also familiarize yourself with:

• Not-for-Profit Corporation Law in New York [3] (abbreviated here as "N.Y. N.P. Corp. Law"); note that the link is to the entire code, so click on the "Not-for-Profit Corporation" link and then drill down to specific provisions

• The New York Secretary of State's Guide to Forming a Not-For-Profit Corporation [4]

1. Choose a business name and check for availability

• Your nonprofit corporation's name may not be the same as, or deceptively similar to, other corporate names on file with the Department of State (limited exceptions apply).

• The name of your nonprofit corporation must contain one of the following words: "Corporation," "Incorporated," "Limited," or their abbreviations. See N.Y. N.P. Corp. Law §§ 301-302 [5] for more information on all the naming requirements.

• You can search for the availability of your proposed name by writing to the Department of State, Division of Corporations, 41 State Street, Albany, NY 12231. The written inquiry should state that you wish to determine the availability of a corporate name (or names) and list the name (or names) to be searched. There is a $5 fee for each name, which must accompany the request. Searching the availability of a corporate name does not reserve the name. You may also search the New York Corporation and Business Entity Database [6] to help you identify names that have already been taken, but this database might not be complete.

2. Recruit and/or appoint directors

You must have at least three directors, eighteen or older, for your nonprofit corporation; for exceptions see N.Y. N.P. Corp. Law §701 [7]. Directors do not have to reside within the state of New York.

3. Incorporate your Nonprofit Organization

You should read the general discussion on how to Incorporate your Nonprofit Organization [8] in tandem with the steps outlined here.

a. Prepare and file articles of incorporation with the Department of State

[9]

• Articles of Incorporation for Nonprofit Corporations [9] explains what to include in your articles in order to qualify for 501(c)(3) tax-exempt status.

• Incorporators must be at least eighteen years of age.

• You must file your articles of incorporation with the Department of State's Division of Corporations [10].

• Under New York law [11], Type B and Type C nonprofit corporations may be formed for 501(c)(3) purposes. Your articles of incorporation must state which type of corporation you are forming.

• The filing fee is $75.

• Click here [4] for a sample articles of incorporation.

b. Create the bylaws

• There are no set criteria for the content of bylaws, but they typically set forth internal rules and procedures.

• You are not required to file bylaws with the Secretary of State, but you must keep a copy at the nonprofit corporation's principal place of business.

• Refer to Bylaws for Nonprofit Corporations [12] for general information.

c. Hold an organizational meeting

• See Forming a Nonprofit Corporation [2] for details.

d. Create a Records Book

• You will need a records book [13] to store important documents concerning your nonprofit corporation.

• See N.Y. N.P. Corp. Law §621 [14] for specific information about record-keeping requirements under New York law.

4. Get your Employer Identification Number

Whenever you hire an employee in New York, you must inform both the IRS and the state of New York.

a. Federal

• Request an Employer Identification Number ("EIN") from the IRS. This can be done via an online application [15].

• For more on the EIN, see Forming a Nonprofit Corporation [2].

• The IRS details all of the necessary steps to complete, including verifying work eligibility and withholding allowances certificates, in Hiring Employees [16].

b. State

• See New York New Hire [17] for more information.

5. Register with state offices

a. New York Attorney General

• You must register with the Charities Bureau of the Attorney General's Office. [18]

b. New York State Department

• You must also register with the New York State Tax Department [19] for state business tax purposes.

• If your business is located or does any business in New York City, see New York City Taxes [20].

6. Apply for tax exemptions

Once you've incorporated as a nonprofit corporation, you can start applying for tax exemptions.

a. Federal

• The IRS lists a series of questions [21] to help you determine whether your organization is eligible for federal tax exemption.

• See Applying for 501(c)(3) Tax Exemption [22] for more information on how to apply for tax-exempt status under section 501(c)(3) of the tax code.

b. State

• File Form CT-247 [23] for state franchise tax exemption.

• File Form ST-119.2 for state and local sales tax exemptions. Contact the Sales Tax Information Center [24] (1-800-698 2909) at the Tax Department for the form as it is not available online.

c. Local

• See Forming a Nonprofit Corporation [2] for details.

• For those incorporating in New York City, refer to the New York City Department of Finance [25] for property tax exemption.