How to Form a Nonprofit in New York

Two people forming a nonprofit in New York

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Before You Begin

Consider Getting A 501(c)(3)

To form a nonprofit corporation in New York, follow the steps below. It is also advisable for your New York nonprofit to obtain a 501(c)(3) status from the IRS, as this will enable federal tax exemption for your New York nonprofit corporation. Learn more about 501(c)(3) nonprofits here.

To start a 501(c)(3) nonprofit corporation in New York you must:

  1. Form a nonprofit corporation according to the rules of the state
  2. Apply for 501(c)(3) tax-exempt status with the IRS

You will need the following documents:

Forming a nonprofit in New York is easy, just follow these 5 steps:

Step 1: Name Your New York Nonprofit

The name you select for your nonprofit will establish its brand. It is the first thing most people will learn about your organization. It is important to pick a name that both aligns with your mission and follows the rules of naming in New York.

To learn more, read our How to Name a Nonprofit in New York guide.

Nonprofit Naming Guidelines

  • The name of you pick for your organization must:
    • Include an organizational designation, such as “Inc.”, “Ltd.”, “Incorporated”, or “Company”
    • Be distinguishable from other business names in New York
    • Not be deceptive or indicate the business if for any other purpose than what is stated in the Certificate of Incorporation
    • Not include any words or phrases that may lead the general public to believe that your organization is acting as an agent of New York or the United States
    • Not use any words or phrases that are considered obscene or ridiculing any person, group, belief, etc. or indicate that your group will engage in unlawful activity.
  • Your name cannot contain any of these phrases:
    • doctor or lawyer (unless special permission is obtained)
    • union, labor, council, industrial organization (when pertaining to worker’s rights, unless you attach an approval from the state board of standards and appeals)
    • blind or handicapped (unless you attach an approval from the state department of social services)
    • exchange (unless you attach approval from the attorney general)
    • school, education, elementary, secondary, kindergarten, prekindergarten, preschool, nursery school, museum, history, historical, historical society, arboretum, library, college, university, or other restricted terms (unless you attach approval from the state commissioner of education)
  • You can read the New York State Senate's official guidelines for the complete rules on naming a New York-based organization.

Is the Name Available?

The name of your nonprofit must be distinct from that of any other corporation in New York. Use the Business Entity Search to make sure the name you have selected has not already been taken.

Is the Website Domain Name Available?

If you plan to have a website for your organization, you will want to make sure that a suitable URL is currently available on GoDaddy.

You may want to buy any URLs you are interested in, to make sure they are available when you are ready to finalize and create your website.

Find a Domain Now

Service provided by GoDaddy.com

After registering a domain name, consider setting up a professional email account (@yourcompany.com). Google's G Suite offers a business email service that comes with other useful tools, including word processing, spreadsheets, and more. Try it for free

Step 2: Appoint A New York Registered Agent

A nonprofit corporation in New York is not required to have a registered agent with a New York address. According to NPC Section 402, Nonprofits may choose to have the Secretary of State act as their Registered Agent or they can appoint one themselves.

What is a Registered Agent? A registered agent is an individual or business entity responsible for receiving important legal documents on behalf of your business. Think of your registered agent as your business' point of contact with the state.

Who can be a Registered Agent? A registered agent must be a resident of New York or a corporation, such as a registered agent service, authorized to transact business in New York. You may elect an individual within the company including yourself.

Step 3. Choose Your Organization Type

Before moving forward, New York-based nonprofits need to determine what type of corporate structure they will have. Choose from the following:

  1. Religious Corporation - there are separate rules and regulations that apply to religious corporations operating in the state of New York. To learn more about the requirements to start a religious corporation in New York, access the Consolidated Laws of New York.

  2. Nonreligious Corporation
    1. Consent or Approval Required - If your nonprofit’s purpose is related to any of the definitions found in Section 404, you must obtain approval from the appropriate governing body. This approval must accompany your Certificate of Incorporation application.

    2. No Consent or Approval Required - if your nonprofit does not fall in to one of these categories, you are not required to submit approval letters along with your Certificate of Incorporation.

Step 4: Select Your Board Members and Officers

The directors of a nonprofit are responsible for overseeing the operations of the organization. come together to form a board.

Features of directors:

  • All the directors of an organization together form the board of directors.
  • The power and influence of the directors over the organization is as the board of directors, the directors do not have authority as individuals.
  • The board typically creates the policies that govern the nonprofit. The board of directors also oversee management-level hiring like that of the officers.

The officers of a nonprofit (such as the president or the secretary) are individuals with responsibilities, and the authority to execute based on their job descriptions.

Together, the officers and the board will come together to make up the organizational structure of your nonprofit.

An officer may also be on the board of directors and serve both roles if allowed to do so by the organizational bylaws created by your team.

The organization structure of your nonprofit in New York MUST include:

  • 3 directors not related to each other
  • A president
  • At least one vice president
  • A secretary
  • A treasurer

NOTE: The president and secretary positions cannot be held by the same person.

To learn more, read our guide on how to select board members for your nonprofit.

Step 5: 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 in Step 1.

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, as described in Step 3.

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 in Step 4.

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.

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 supercede 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.

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You must submit your Certificate of Incorporation by mail.

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

Submit your Certificate of Incorporation to the address found below:

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

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 Department of State for more information?

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

Nonprofit Operating Procedures and Housekeeping

Draft Bylaws And Conflict Of Interest Policy

There are two documents that will be central to the running of your nonprofit:

Bylaws: These are the rules that determine how your organization will be governed and run.

You can think about it as a constitution for your nonprofit. It makes the rules and priorities clear for everyone involved.

In your bylaws be sure to include:

  • How the nonprofit will be governed – the role of directors and officers
  • How meetings are held, voting procedures, electing officers or directors.
  • How records will be kept and managed
  • How disputes will be handled
  • How bylaws will be added amended in the future

NOTE: Keep in mind that the bylaws will supplement any rules set forth by the federal government or the state.

Ready to get started? Check out these bylaws templates which you can customize to suit the needs of your organization.

The Conflict of Interest Policy: These are the rules set to ensure that decisions being made for the nonprofit are based on what is best for the organization, and not being motivated by what is best for individuals.

Under Appendix A the IRS provides a sample Conflict of Interest Policy.

NOTE: You will want to have both these documents drafted before for your first organizational meeting

Conduct An Organizational Meeting

An organizational meeting is the first official meeting of your nonprofit! Some of the things that are discussed in a typical organizational meeting:

  • Taking attendance to show you have a quorum (minimum number needed)
  • Appointing temporary officers, chairmen, secretary, etc.
  • Adoption of the bylaws
  • Adoption of conflict of interest policy

Don’t forget to record “minutes” of the meeting and have it signed by all attending directors. Here are some corporate minutes templates to help you get the ball rolling.

NOTE: This meeting must occur before your organization can apply for 501(c)(3) federal tax exempt status.

Get An EIN

An EIN or Employment Identification Number (also called a Federal Tax Identification Number or Federal Employment Identification Number), is used to uniquely identify a business entity. You can think of the EIN as a social security number for your nonprofit.

The EIN is required for your organization whether or not it will have any employees.

The EIN will be used for things like:

  • Filing for 501(c)(3) status
  • Opening a bank account
  • Applying for tax-exempt status
  • Submitting tax returns

Once your nonprofit is formed, you can apply for an EIN for your nonprofit via Form SS-4.

NOTE: If you use a nonprofit formation service, EIN assistance might already be included in the package.

Register for State Tax Accounts

You will need to register for all applicable tax accounts with the State of New York and The City of New York (if you will be conducting business there). Read the state’s tax guidance for new businesses here, and file for the appropriate state and/or city accounts.

For more information, you can call the Department of Taxation and Finance at (518) 485-6027

Open A Business Bank Account

You will typically need to take with you the following items to open a bank account for your nonprofit:

  1. The EIN for the nonprofit
  2. A copy of the nonprofit’s bylaws
  3. A copy of the Articles of Incorporation

If your nonprofit has several directors or officers, some banks may also ask for proof that you are authorized to open the account on behalf of the nonprofit.

There are many great options when it comes to picking a bank. Here are the reviews of the top 5 business bank accounts we recommend.

NOTE: It is always best to call ahead. Your bank may require some additional documents.

Start a Corporate Records Book (Optional)

As a nonprofit corporation, your organization will need to keep track of many important documents. This includes documents such as:

  • Articles of Incorporation
  • EIN
  • Tax forms
  • Nonprofit bylaws
  • Meeting minutes

We recommend starting a dedicated corporate records book early so that as you start receiving these critical legal documents, they can be kept organized from the very beginning.

While you can keep track of everything using supplies from any office store, it may be easier to use a pre-assembled kit that has the things you need in one place. Blumberg and Bindertek have some options specifically designed to meet the needs of nonprofit corporations.

How to Apply for Tax Exemptions

Your nonprofit organization must apply to both

  1. the IRS to be exempt from federal taxes, and
  2. the New York State Department of Tax and Finance for exemption from state taxes.

Applying for Exemption from Federal Taxes - 501(c)(3) Status

Before your nonprofit can apply for 501(c)(3) status it must:

  1. File the Articles of Formation with the required provisions (As covered in Step 4, Sections 3 & 9)
  2. Adopt the bylaws and the conflict of interest policy
  3. Have an EIN number

In order to file for tax-exempt status, most organizations will need to file Form 1023 online or by mail (fee: $600).

There are two exceptions:

  1. If your organization’s annual gross receipts are below $50,000 then you may be able to file Form 1023-EZ (fee: $275). Check your eligibility here.
  2. If your organization is a religious institution or has annual gross receipts in each taxable year of no more than $5,000 you may be considered tax-exempt without filing Form 1023. Religious institutions and organizations with gross receipts under $5,000 can still choose to file Form 1023. This would give them a determination letter that specifies that contributions to the organization are tax-deductible.

Applying for Exemption from State Taxes

  • Once you have received your 501(c) determination letter from the IRS, you can file for corporate franchise tax exemption using form CT-247. You can mail this form to the address found below:

NYS Tax Department
Corporation Tax
W.A. Harriman Campus
Albany, NY 12227

For more information, you can call the Corporation Tax Unit at (518) 485-6027 or visit the Tax Department website.

NYS Tax Department
Sales Tax Exempt Organizations Unit
W.A. Harriman Campus
Albany, NY 12227

For more information, you can call the Sales Tax Unit at (518) 485-2889 or visit the Tax Department website.

  • To obtain property tax exemption, research your options through the Office of Real Property Tax Service. You’ll also need to fill in one of several different forms depending on your property type.

Nonprofit Tax FAQ

When should an organization apply for federal tax exemption?

Form 1023/1023-EZ must be filed within 27 months from the end of the first month your organization was created.

How long will it take for the IRS to process Form 1023/1023-EZ?

Soon after sending your application you should receive an acknowledgment of receipt of your application.

If your application is simple and complete, IRS will send your determination letter within:

  • 90 days for Form 1023-EZ
  • 180 days for Form 1023

If you have not heard from them by that time you can call 877-829-5500 to enquire about your application.

Protect Your Nonprofit

Get Business Insurance

As with any other business, there may be risks involved in running the nonprofit. Getting insurance for your nonprofit allows you to focus on your passion while minimizing your liability.

Here are some of the common types of insurance you may want to consider for your organization:

  • General Liability Coverage
  • Directors and Officers Coverage
  • Social Service Professional Coverage

Your coverage needs will vary based on your organization and the work you do.

Properly Sign Legal Documents

There will be times when you will be signing a document on behalf of your nonprofit. It is important that these times are easily distinguishable from when you are signing a document as an individual. If a document isn’t properly signed, you might suddenly find yourself personally responsible for something the organization should have been liable for.

To avoid such confusion we recommend you and all the members of your organization follow the following format:

  • The official name of your nonprofit
  • Your signature
  • Your full legal name
  • Your position in the organization

How To Keep Your Nonprofit Compliant

Get A Registered Agent

If you change the registered agent for your organization, you must file Certificate of Change form with the Secretary of State to effect a change to the Certificate of Incorporation.

Determine New York Business Permits And Licenses

As a nonprofit in the state of New York, your organization will not need a general business license.

Contact your local authorities to find the requirements for your organization in your area.

You can also use the Small Business Administration’s Business License & Permit Lookup tool.

Fundraising

If your nonprofit is a charity, you must register and file annual financial reports with the New York Attorney General - Charities Bureau. You easily register online via their website.

For more information, you can call the Charities Bureau at (212) 416-8401, visit them at their website, or visit their office at the address found below:

State of New York
Department of Law
Charities Bureau - Registration Section
120 Broadway
New York, NY 10271

Employees

If your organization will have employees you must register with the New York Department of Taxation and Finance.

You can easily report new employees online or find the contact information for your local workforce commission here.

For more information, you can call the Department of Labor at (518) 457-4179, fax them at (518) 485-8010, visit them at their website, or visit their office at the address below:

Department of Taxation and Finance and Department of Labor Unemployment Insurance Div. Registration Section
State Office Campus, Bldg. 12
Albany, N.Y. 12240-0339

Public Inspection Rules for 501(c)(3) Organizations

Organizations that have been granted the 501(c)(3) status are required to disclose the following documents to the public when requested:

  • Annual returns for 3 years after the due date (this includes returns like Form 990, 990-EZ, 990-PF, and any Forms 990-T)
  • All Form 990 Schedules (except portions of Schedule B), attachments and supporting documents.
  • Application of exemption and all supporting documents such as Form 1023
  • The official paperwork from the IRS that shows that your organization has tax-exempt status.

The following do NOT need to be shared with the public

  • Portions of Schedule B of Form 990/990-EZ that identify the contributors. ( You only need to disclose the amount contributed and the nature of the contributions)
  • Any unfavorable rulings such as an earlier denial of tax-exempt status.
  • Any information the IRS has said you can withhold. This may include things like sensitive patents and trade secrets.

Documentation FAQ:

How long do I have to produce these documents if requested?
Ideally within the same day. If your organization doesn’t have an office or maintains limited hours during parts of the year, the information should be made available within two weeks.

Do I need to provide copies of the documents?
If someone asks for copies in person or in writing you must provide them with copies.

Can I charge for copies?
You can charge a reasonable amount for making copies of the documents requested.

NOTE: It may be easiest to have the documents available on your website so that anyone who requests copies can be sent to the site. This allows you to stay compliant without having to spend a lot of time dealing with document requests.

Annual Returns for Tax-Exempt Organizations

Most tax-exempt nonprofit organizations are required to file an annual return with the IRS (Click here for a list of exceptions).

Which form you should use to file the annual returns depend on the annual gross receipt amounts for your organization.

‘Gross receipt’ is defined by the IRS as “the total amounts the organization received from all sources during its annual accounting period, without subtracting any costs or expenses”

  • For gross receipts < $50,000 --- File 990-N
  • Gross receipts <$200,000 and total assets <$500,000 --- File 990-EZ
  • Gross receipts > $200,000 or Total assets > $500,00 --- File 990

For any questions, you can call the IRS at

  1. (800) 829-3676 (Form-related questions)
  2. (800) 829-1040 (General information)

When is form 990 due?

You have a little over 4 months after your taxable year comes to an end to file Form 990. It is due on the 15th day of the 5th month. So if your taxable year ends on Dec 31st, your form 990 is due on May 15th.

NOTE: If your organization fails to file form 990 for 3 consecutive years, it will automatically lose its tax-exempt status.

Report Unrelated Business Income

If your organization has a gross income of >$1000 from a trade or business that is not related to the stated purpose of the organization, then it must file Form 990-T to pay tax on that income.

If you expect to pay $500 or more for the year in taxes on unrelated business income, your organization must pay a quarterly estimated tax on the unrelated business income using Form 990-W.

State of New York Nonprofit Quicklinks