How to File a Nonprofit Certificate of Incorporation in New York

Starting a 501(c)(3) nonprofit in New York is easy — and the first task is filing your Certificate of Incorporation. This guide will walk you through the 11 steps required to file a Certificate of Incorporation to officially start a nonprofit in New York.


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Getting Started

To start a domestic nonprofit corporation in New York, you must file a Certificate of Incorporation. This guide covers each step you must take to fill out this document successfully and get on the right track to forming a New York nonprofit.

Step 1: List Your Nonprofit’s Name

The first step to filling out your New York Certificate of Incorporation is to list your nonprofit corporation’s name. If you haven’t gone through the process of establishing a name for your organization, here are the requirements for naming a nonprofit in New York:

  • Your nonprofit’s name must be distinguishable from any other name on record within the state of New York, including any reserved names.
  • Your nonprofit’s name must include “corporation,” “incorporated,” “limited,” or an equivalent abbreviation.
  • Your nonprofit’s name can’t contain any words or phrases that imply an affiliation with the state government of New York.
  • Your nonprofit’s name can’t contain any of the following words, phrases, or abbreviations of such:
    • “Board of trade,” “state police,” “urban development,” “chamber of commerce,” “state trooper,” “urban relocation,” or “community renewal tenant relocation”
    • “Doctor” or “lawyer” (unless special permission is granted)
    • “School,” “education,” “elementary,” “secondary,” “kindergarten,” “prekindergarten,” “preschool,” “nursery school,” “museum,” “history,” “historical,” “historical society,” “arboretum,” “library,” “college,” “university,” or other restricted term (unless approval is granted from the state commissioner of education)
    • “Union,” “labor,” “council,” or “industrial organization” (when pertaining to workers’ rights unless you attach an approval from the state board of standards and appeals)
    • “Blind” or “handicapped” (unless approval is granted from the state department of social services)
    • “Exchange” (unless approval is granted from the attorney general)
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Recommended: For a step-by-step guide to naming your nonprofit corporation in New York, read our guide on How to Name a Nonprofit in New York.

Search the Availability of Your Name

After selecting potential names — ideally, at least four or five — it’s important to search for their availability in your state. You can do this by conducting the four recommended searches outlined below.

New York Business Entity Database Search
To operate in New York, a nonprofit corporation must have a unique name. You can easily check if your chosen name is available by performing a search using the New York Corporation and Business Entity Database.

Domain Name Search
We strongly recommend that you also check to see if your business name is available as a web domain (URL). Even if you don't plan to create a business website today, you may want to buy the web address to prevent others from acquiring that domain name. It’s a free search.

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Federal Trademark Search
You can easily check if someone already trademarked your chosen nonprofit name by using the federal Trademark Electronic Search System. This is important even if you don’t plan to form your nonprofit right away.

Once you confirm that no one else already trademarked your chosen name, you can apply for a trademark for your nonprofit.

Web and Social Media Search
A strong social media presence will play a key role in expanding your reach to potential donors as well as clients that will use your services. That makes it important to search the web and popular social media platforms for your desired name before registering it to ensure it’s available on all the platforms where you plan to promote your organization.

Step 2: Describe Your Nonprofit’s Purpose

In this section, check the box that applies to your organization. If you choose the third purpose option, you also must include a description of what your nonprofit corporation intends to accomplish and who will benefit from its accomplishments.

To be eligible for 501(c)(3) status, your nonprofit’s purpose must include one or more of the following characteristics:

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

Note: New York has specific requirements for describing the purpose of a nonprofit corporation. For more details on how to successfully disclose this information, refer to the Not-For-Profit Incorporation Instructions.

Step 3: Indicate If Your Nonprofit's Purpose Needs Consent/Approval From Another Government Agency or Office

Check the box that applies to your organization. If your nonprofit's purpose does require the consent or approval of another governmental agency or office, you must submit that as an attachment with your formation documents.

Step 4: Select Your Nonprofit Corporation Type

Check the appropriate box to indicate if your nonprofit is a charitable corporation or a non-charitable corporation under Section 201 of the Not-for-Profit Corporation Law.

Step 5: List Your Nonprofit’s County

List the New York State county in which your nonprofit corporation’s office is located.

Step 6: Name Your Initial Board of Directors

Provide the names and addresses of your initial board of directors. To qualify for 501(c)(3) status and complete this formation document, you must name at least three directors. If you have more than three initial directors, use an attachment to list the names and addresses of each additional director.

When listing your nonprofit’s initial board of directors, follow these guidelines:

  • Don’t include any prefixes, such as “Mr.” or “Ms.”
  • If applicable, use titles of lineage.
  • If applicable, use designations like “M.D.” or “Ph.D.”

For a complete guide to forming your nonprofit’s board of directors, read our How to Develop a Board of Directors for a Nonprofit in New York article.

Step 7: Provide an Address for Service of Process

In New York, nonprofit corporations must designate the Secretary of State as their agent for service of process. In this section, provide a US address to which the Secretary of State can mail a copy of any process documents accepted on behalf of your nonprofit corporation.

Step 8: Include Additional Information to Meet Tax-Exempt Requirements

If you plan to seek tax-exempt status for your nonprofit corporation, you must include some additional statements in your New York Certificate of Incorporation. Use this section to describe how your nonprofit corporation’s assets will be distributed upon its dissolution.

Distribution of assets upon dissolution must be for approved, tax-exempt purposes only. For more information about the requirements of dissolution and 501(c)(3) status, refer to the sixth section of the Internal Revenue Service’s (IRS’) suggested language for corporations and associations.

Step 9: List Your Incorporator Information

An Incorporator is any person who participates in the completion and submission of the Certificate of Incorporation. In this section, provide the name, address, and signature of at least one incorporator.

Step 10: Complete the Contact Sheet

Complete the contact sheet at the end of the Certificate of Incorporation with the following information:

  • The name of your nonprofit corporation
  • The name and mailing address of the person filing the formation documents

Step 11: File Formation Documents

There are two ways to file your New York Certificate of Incorporation: by mail or by fax.

File a New York Certificate of Incorporation

File Form DOS 1511 by Mail, by Fax, or In Person With the New York Department of State

Download Form

Fee: $75

Filing Address:
Department of State
Division of Corporations, State Records and Uniform Commercial Code
99 Washington Ave., Suite 600
Albany, NY 12231

Fax: (518) 473-1654

Note: Fax filings must include a Credit Card/Debit Card Authorization form.

Frequently Asked Questions

How do I start a nonprofit in New York?

You can start a nonprofit corporation in New York by filing a Certificate of Incorporation by mail, by fax, or in person with the Department of State.

How much does it cost to start a nonprofit in New York?

Filing formation documents for a domestic nonprofit corporation in New York costs $75.

How do I get a copy of the Articles of Incorporation in New York?

You may request a copy of your New York Certificate of Incorporation by submitting a written request to this address:

New York State Department of State, Division of Corporations
One Commerce Plaza
99 Washington Ave.
Albany, NY 12231

New York Nonprofit Quick Links

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