Creating a Nonprofit Corporation

The following is an overview of legal requirements for establishing a nonprofit and/or tax exempt corporation in New York State. Whether or not you decide to pursue each requirement depends in large part upon your plans to solicit and expend funds. None of the forms require preparation by an attorney and can be completed by anyone familiar with the organization’s records. If you choose to use an attorney, you can save time and money by completing a first draft of the form with information (which only you can provide) and assembling the required attachments. Look for an attorney who will do the incorporation pro bono (without charge) or at a reduced rate. A.  Articles of Incorporation – NY State recognizes your organization as an incorporated nonprofit organization conducting nonprofit activities, and reserves your name so no other organization can incorporate under the same name in New York State.  Incorporation does not make you a tax exempt organization, but must be completed to apply for federal and NYS tax exempt status. Process:

  • Prepare certificate of incorporation form. Includes: purposes, incorporators, and location of corporation
  • Submit form to OCFS and the Dept of Education for approval
  • Submit form & any required approval from applicable state agencies to NYS Dept. of State
  • See Parent Group Incorporation for more information and resources about incorporating your parent group

Filing and Fees:

  • NYS Dept. of State Divisions of Corporation form DOS-1511 and instructions can be downloaded from the NYS Dept. Of State website.
  • Filing fee is $75.00, extra fees for pre-filing name reservation, expedited handling or certified copies. Receipt for fee can serve as certificate.

B. Federal Employer Identification Number –  Identification number needed to conduct business with the IRS (including applying for tax exempt status) and open a bank account in your groups name. People often refer to this as the federal tax exempt number, but that is a misnomer.  It is a federal identification number, but it only denotes tax exempt status if you have filed for, and received approval, as a 501c3 organization. Even for profit organizations have a federal Employee Identification Number. Process:

  • Complete an IRS application to obtain a Employer Identification Number (EIN), even if you do not have employees.
  • Application process is very simple and can be conducted by online, by phone, or fax.
  • You do not have to complete NYS  incorporation prior to obtaining a employer identification number, nor do you have to have an EIN number to apply for incorporation.  However, you must obtain a federal EIN number prior to applying for federal and NYS tax exempt status.

Form and Fees

  • IRS Form SS-4. See the IRS website for form and instructions. Phone application # 1-516-447-4955
  • No fee

C. Federal Tax Exemption under Section 501(c)(3) – Recognition by the IRS as tax exempt from paying federal income tax on most revenues. Donations made to your organization are tax deductible.  See the IRS brochure on applying for 501c3 status for more information. Process:

  • File with the IRS as a tax-exempt organization, preferably with 27 months of the date of incorporation.
  • Requires submission of organizational bylaws.  See NACAC Parent Group Manual for sample bylaws.
  • Requires a statement of revenues and expenses since incorporation or last 3 years.

Form and Fees:

  • See IRS Publication 557 and Form 1023 on the IRS website. Attach bylaws and NYS certificate of incorporation.
  • Filing feel is $300 for organizations with assets less than $10,000.

D. NYS Tax Exemption Certificate – Provides NYS Exempt Organization number which allows you to make tax-exempt purchases and sales Process:

  • File application for exempt organization certificate with NYS Dept of Taxation and Finance.

Form and Fees:

  • Form ST-119.2 & instructions on NYS Dept. of Taxation website. Attach bylaws, certificate of incorporation, IRS tax exempt letter, and most recent FY financial report
  • No fee

E. NYS Charities Registration –  Officially registers your organization as a charity to solicit funds and do business, or own property in NYS.  Required by most state and foundation funding  sources. Process:

  • Charities Registration Statement must be filed with Atty. General for any organization which does business in NY for charitable purposes or solicits contributions in excess of $25,000.
  • Proof of Federal and NYS Tax exempt status required for filing

Form and Fees:

  • CHAR 410 and instructions available on Bureau of Charities website. Attach bylaws, certificate of incorporation, IRS tax exempt letter, and most recent year financial report.
  • Filing fee is $25 under $50,000 in assets

For more information see: NYS Dept. of State, Div. Of CorporationsNYS Dept. of Law, Charities BureauNYS Dept. of Taxation and FinanceUnited States Internal Revenue Service

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