New York State Division of Corporations - PDF - PDF by pvb21211


New York State Division of Corporations document sample

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									                               NYS DEPARTMENT OF STATE
                               DIVISION OF CORPORATIONS
                                ALBANY, NEW YORK 12231


                          DOS-1510 OR DOS-1511

               If you do not intend to file for tax exempt status, use Not-for-Profit
               Form #1510.

               If you do anticipate applying to the Internal Revenue Service and
               NYS Department of Taxation & Finance to obtain tax exempt status,
               use Not-for-Profit Form #1511 as it contains language which has
               generally been accepted by the Internal Revenue Service.

               DISCLAIMER: This form is provided by the New York State
               Department of State as an example of a form used to incorporate a
               Not-for-Profit Corporation under New York State law. You are not
               required to use this form. It is provided for informational purposes
               only. This form does not contain all optional provisions available
               under the law. The Department of State recommends that all legal
               documents be prepared under the guidance of an attorney.

               These forms satisfy the basic statutory filing requirement for a not-
               for-profit corporation in the State of New York. The Department of
               State recommends that you consult a private attorney or an accountant
               regarding tax issues associated with forming a not-for-profit
               corporation. It is also recommended that you consult the Internal
               Revenue Service who can be contacted at You
               may also wish to review the New York Not-for-Profit Corporation
               Law at

1) NAME OF THE CORPORATION: The name of the corporation must be stated in three
separate places in the certificate of incorporation: 1) it must be stated in the preamble (heading);
2) it must be stated in Paragraph First; 3) it must be stated in the space provided on the last page
of the form. The name must appear exactly the same in all three places. The name of the
corporation must include one of the following words which indicate corporate character: The
word “Corporation,” the word “Incorporated,” the word “Limited” or one of the following
abbreviations “Corp.”, “Inc.” or “Ltd.”

Please note that §301(a)(1) of the Not-for-Profit Corporation Law provides that the name of a
domestic corporation shall, unless the corporation is formed for charitable or religious purposes,
or for purposes for which the approval of the commissioner of social services or the public health
council is required, or is a bar association, contain the word “corporation,” “incorporated” or
“limited” or an abbreviation of one of such words. (Note: Some care or thought should be given
in the selection of the proposed corporate name. A proposed name must be distinguishable from
corporation names already on file. With approximately one million corporations presently on
file, most common names are already in use.)

2) Paragraph SECOND requires no additional language to be set forth on the form.

3) PURPOSES: Insert the purposes into the space provided for in Paragraph THIRD. Purposes
must clearly and fully describe the activities the corporation will conduct. Be aware that
depending on the purposes, approvals and consents from other state agencies may be required to
accompany the certificate of incorporation when it is submitted to the Department of State for
filing. Please refer to Section 404 of the New York Not-for-Profit Corporation Law regarding

Please note: In the case of a Type C corporation, set forth a separate paragraph within
Paragraph THIRD, describing the lawful public or quasi-public objective which each
business purpose will achieve.

4) TYPE: Insert the type of the corporation into the blank in Paragraph FOURTH.

Type is determined by §201(b) of the Not-for-Profit Corporation Law which provides:

Type A - A not-for-profit corporation of this type may be formed for any lawful non-business
purpose or purposes including, but not limited to, any one or more of the following non-
pecuniary purposes: civic, patriotic, political, social, fraternal, athletic, agricultural, horticultural,
animal husbandry, and for a professional, commercial, industrial, trade or service association.
Type B - A not-for-profit corporation of this type may be formed for any one or more of the
following non-business purposes: charitable, educational, religious, scientific, literary, cultural or
for the prevention of cruelty to children or animals.
Type C - A not-for-profit corporation of this type may be formed for any lawful business
purpose to achieve a lawful public or quasi-public objective.
Type D - A not-for-profit corporation of this type may be formed under this chapter when such
formation is authorized by any other corporate law of this state for any business or non-business,
or pecuniary or non-pecuniary, purpose or purposes specified by such other law, whether such
purpose or purposes are also within types, A, B, C above or otherwise.

5) OFFICE LOCATION OF THE CORPORATION: Corporations must designate a county
within New York State in which the office of the corporation is to be located. The county name
is the only information required for office location; no number, street address, city, town or
village location should be stated. The corporation does not have to conduct activities from this
office location designation. (Note: New York City is comprised of five counties: New York,
Kings, Queens, Bronx and Richmond. There is not a county of Manhattan. Manhattan is a
borough which comprises the county of New York. Brooklyn is a borough that comprises the
county of Kings.)

6) INITIAL DIRECTORS: Set forth the names and addresses of the initial directors of the
corporation. You must set forth the names and addresses of a minimum of three initial directors.
However, you may set forth more than three. Please note that no titles such as president, vice-
president, etc., may be assigned to initial directors on this form.

Secretary of State must be designated as agent for the corporation to accept process on its behalf.
Paragraph Seventh of the form states the necessary language to accomplish this designation. You
must supply an address to which the Secretary of State may send a copy of any process served
upon him as agent of the corporation. This should be a complete name and mailing address
including zip code (process is the initial papers and action to sue a corporation). You will want
to be sure legal process reaches your corporation.

8) (OPTIONAL) REGISTERED AGENT: New York law does not require that the corporation
designate a registered agent to accept process on its behalf. You may do so if you wish. If you
wish to designate a registered agent, it may be either a person who is a resident of or has a
business address in this state or a domestic or foreign corporation which is authorized to do
business in New York. It might be your lawyer. The address stated for the registered agent must
be a street and number address or other particular description as well as the name of the
community and the zip code. It cannot be a post office box.

SIGNING: You must sign the certificate of incorporation, and the name and address of the
incorporator(s) signing must be printed or typed in the space provided. Please note that only one
incorporator is required. However, you may have more than one incorporator.

FILER: The name and mailing address, which may be a number and street or a post office box
of the individual filing the certificate of incorporation must be typed or printed in the space
provided on the last page of the form. This is the person and address where the receipt
evidencing the filing will be mailed.

QUESTIONS: If you have any questions regarding the completion of this form, you may call
the Division of Corporations (518) 473-2492 and ask to speak to a business document specialist

FILING THE CERTIFICATE: If you are mailing the certificate, the completed signed form
together with the necessary filing fee should be sent to the New York State Department of State,
Division of Corporations, 41 State Street, Albany, NY 12231.

If expedited handling is requested for the filing, the additional fee must be enclosed. “Expedited
Handling” must be marked on the envelope.

You also may bring the certificate for processing to the Department of State at the address stated
above. Our business hours are 8:00 a.m. to 4:30 p.m.

FEE: The filing fee is $75. Your check or money order should be made payable to the
“Department of State.”

EXPEDITED HANDLING OF FILING: Requests for expedited handling of filings are $150
for 2-hour service, $75 for same-day service and $25 for 24-hour service per document.
Requests under this option will be processed within the time frame requested when accompanied
by the appropriate fee for the level of service requested. The fee for expedited handling must be
paid by separate check or money order and may not be combined with other fees.

PROCESSING TIME: Depending on the workload of the Division of Corporations at any
specific time, the filing time to process a certificate without Expedited Handling, is normally four
to seven days.

FILING RECEIPT: Upon filing your certificate of incorporation, the Department of State will
issue an official filing receipt. This receipt will reflect the date your certificate was filed, the
name of your corporation, an extract of the information you provided in the certificate and an
accounting of fees you paid. You should verify the information in the receipt to ensure that the
information has been recorded correctly by our office.

THE RECEIPT IS YOUR PROOF OF FILING. This receipt should be maintained in a safe
place. The Department of State does NOT issue duplicate filing receipts to replace those lost or

COPIES: The fee to obtain a plain copy of a filed certificate of incorporation is $5 for each copy

The fee to obtain a certified copy of a filed certificate of incorporation is $10 for each copy

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