The description of the purpose or purposes for which the corporation is formed is often the reason that an application for a certificate of incorporation might be returned to you asking for more clarification. The description should include the activities or programs you actually intend to do or provide, not the goal you want to accomplish. A statement that you intend to provide education or support for families is just too vague, – describe instead the specific kind of education or support services you intend to provide. The purpose or purposes in your application must clearly and fully describe the activities of the corporation.
Writing Your Statement of Purposes
When developing/writing your statement of purposes be aware that the Department of State (DOS) is interested in knowing is whether or not you need another state agency’s approval to conduct your planned activities (i.e. purposes) before approving your certificate of incorporation. By law certain corporation purposes such as the provision of adoption services, the establishment/operation of a substance or alcohol abuse program, or an educational purpose in any way requires that the consent or approval of another NYS state agency be attached to the Certificate of Incorporation when it is submitted to the Department of State. Make sure that your statement of purposes only includes activities that do not require licensure by a NYS agency.
For instance: “providing education services to foster and adoptive families” could be interpreted as meaning plans to establish or operate a school, or “assisting prospective families to adopt” could be interpreted as conducting homestudies – both of which require NYS licenses. Plans to offer educational or training seminars, or provide information and referral services wouldn’t require a state license – so that’s what you need to clearly state you are planning to do. The NYS Office of Children and Family Services recommends that you add the following to your statement of corporation purposes to expediate their approval.
“Nothing herein shall authorize the corporation to do any act, establish or maintain any institution, or directly or indirectly, to engage in any of the activities mentioned in Section 404 (b)(1) of the Not-for-Profit Corporation law or section 460-a of the Social Services Law.”
Receiving Required Agency Approval Prior to DOS Fililng
Getting any required state agency approval prior to filing your certificate with the NYS Department of State will significantly shorten and expedite the approval process. The NYS State Education Department and NYS OCFS are the agencies whose sign off you will most likely need, so its well worth your time and postage to submit your incorporation application to them before sending it on to the NYS Department of State.
Send your incorporation application to them first – it will save you a good deal of time and hassle. The DOS guide to incorporation includes information about other state agency approval you might need, depending on your planned activities and services. It’s well worth your time to explore state requirements prior to filing.
Last But Not Least
Consider developing your organizational bylaws before applying for your certificate of incorporation. Though you don’t need bylaws until you file with the IRS for tax exempt (5013c) status, the process of developing and writing them will help you craft your statement of corporation purposes and identify who you will name as members of your board of directors on your incorporation certificate. It really is the first step in thinking about forming an organization – Who are we?, What do we want to do?, and How will we make decisions about who we are and do in the future?
The NACAC parent group manual contains an excellent annotated example of organizational bylaws.