How to File the Certificate of Incorporation for a New York Nonprofit

Starting a 501(c)(3) nonprofit in New York is easy, just follow these easy steps to file the New York Certificate of Incorporation:

If you are starting a 501(c)(3) nonprofit in New York, you have come to the right place. After reading the comprehensive guide for New York nonprofit formation, follow this guide to file the New York Certificate of Incorporation with the Secretary of State.

What is covered in this guide:

Information you will need to file the New York Certificate of Incorporation
How to file the New York Certificate of Incorporation
New York Nonprofit Formation FAQ

Information you will need to file the New York Certificate of Incorporation

To become a nonprofit corporation in New York you must file Form DOS-1511-f, the Certificate of Incorporation.

Here are the sections that you will need to complete:

First: Corporate Name

Enter the name you selected.

For help with selecting a name for your nonprofit read our comprehensive guide on how to name a New York nonprofit.

Second: Statement

The Corporation is a corporation as defined by subparagraph (5) of paragraph (a) of Section 102 of the Not-for-Profit Corporation Law. There is nothing for you to enter in this section.

Third: Purpose

Describe the purpose of your nonprofit organization.

In order to qualify for 501(c)(3) status, the organization’s purpose must explicitly be limited to one or more of the following:

Charitable
Religious
Scientific
Literary
Testing for public safety
Fostering national/international amateur sports competition
Preventing cruelty to animals/children

NOTE: The State of New York has very specific guidance regarding this section. Access these instructions for full details and examples.

Fourth: Consent

Check the appropriate box that indicates if your nonprofit requires authorization from a state official, governing body, etc.

Fifth: Charitable Organization

Check the appropriate box to indicate if your organization is considered a charitable or non-charitable organization, as defined in Section 201 of the New York Not-for-Profit Corporation Law.

Sixth: County

Enter the name of the New York county where your nonprofit’s office will be located.

Seventh: Directors

At least 3 directors will need to be named.

When filling the form do not use any prefixes such as “Mr.” or “Ms.” and only use the suffix box for titles of lineage such as ‘Jr.’, ‘Sr.’, or ‘III’ but not for designations such as M.D. or Ph.D.

Since this document will become public record you may want to use a post office box address rather than the residential addresses of the directors to maintain privacy.

Enter the information of the directors selected.

Eighth: Registered Agent & Registered Office

The registered agent can be the Secretary of State, any entity registered to do business in New York or any person who is a resident of the state. Your organization cannot act as its own registered agent.

If you choose to have the Secretary of State act as your corporation’s agent, enter an address where all official correspondence should be sent.

If you choose to utilize a different registered agent, enter that person or business’ name and New York postal address in this box.

For more information read our guide: What is a registered agent? And The New York Registered Agent Guide.

Ninth: Tax Exemption Provisions

Use this section to include all IRS-specific language required for your 501(c) application. You should include a statement of purpose (that will not supersede the purpose set forth in section third above).

In addition, you will want to use this section of the certificate of incorporation to formally state what the assets of the organization will be used for, and what will happen to the assets if the organization is dissolved.

To be eligible for 501(c)(3) status, you must convince the IRS that the organization’s assets will always only be used for the purposes approved under 501(c)(3) rules. To this end, you must include provisions ensuring that in the event your organization is dissolved, the assets of the organization will be used towards tax-exempt purposes.

Section 5 of this sample document provides an example of these provisions required for 501(c)(3) eligibility.

Incorporator

The incorporator is the person who completes, signs, and submits the certificate of incorporation. This person does not need to be a part of your organization. This can be you or a lawyer helping you with the process of incorporation. Have the incorporator enter their name and address, and sign the form.

Page 4: Cover Letter/Backer

Fill-in-the-blanks with the Corporation’s Name, filer’s name and mailing address.

How to file the New York Certificate of Incorporation

You must submit your Certificate of Incorporation by mail.

Submit your Certificate of Incorporation to the address below:

Department of State
Division of Corporations, State Records and Uniform Commercial Code
One Commerce Plaza
99 Washington Ave, Suite 6000
Albany, NY 12231

The filing fee is $75.

Checks and money orders for must be made payable to the "Department of State"
Cash payments will only be accepted in-person. Do not send cash through the mail.
Accepted credit cards include Visa, MasterCard, and American Express

New York Nonprofit Formation FAQ

How long does it take to process Form 1511-f?

Processing time is typically 14 business days. Businesses can pay a fee to expedite the processing time ($25, $75, or $150 depending on the expedite service chosen).

How do I pay by credit card?

If you want to pay by credit card, you must complete the Debit/Credit Card Authorization Form and send it in with your submission.

How do I contact the Secretary of State for more information?

You can call for information at (518) 473-2492 or visit them at their website.