Not-for-Profit Corporation Filings

Application for Reservation of Name Domestic and Foreign Corporations

An individual or an existing domestic or foreign corporation may reserve a corporation name for use at a later date by filing an Application for Reservation of Name pursuant to Section 303 of the Not-for-Profit Corporation Law. The filing of an Application for Reservation of Name will reserve a name for 60 days. The filing receipt entitled “Certificate of Reservation” issued by the Department of State for the filing of the Application for Reservation of Name must be submitted and filed with the document to which the Application for Reservation of Name is applicable.

The completed Application for Reservation of Name, together with the statutory filing fee of $10, should be forwarded to the NYS Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.

Two extensions of 60 days each are granted to applicants who submit a written request for the Extension of the Application for Reservation of Name prior to the expiration of the current reservation. The fee to extend the Application for Reservation of Name is also $10. The filing receipt entitled “Certificate of Reservation” issued by the Department of State for an Application for Reservation of Name must also accompany any request to extend the name reservation.


Certificate of Incorporation Domestic Corporations

A not-for-profit corporation may be formed by filing a Certificate of Incorporation pursuant to Section 402 of the Not-for-Profit Corporation Law. The Department of State has prepared a sample form and instructions for forming a not-for-profit corporation. The form has been designed to satisfy the minimum filing requirements.

Corporations created to enable their members to meet for divine worship or other religious observances are filed pursuant to the Religious Corporations Law. Corporations for other religious purposes may be filed pursuant to the Not-for-Profit Corporation Law.

The completed Certificate of Incorporation, together with the statutory filing fee of $75, should be forwarded to the Department of State, Division of Corporations, State Records and Uniform Commercial Code, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Application for Authority Foreign Corporations

A foreign not-for-profit corporation may apply for authority to conduct its activities in the State of New York by filing an Application for Authority pursuant to Section 1304 of the Not-for-Profit Corporation Law.

The Department of State does not give opinions as to what activities constitute doing business in New York State for qualification purposes. You may wish to review a Legal Memorandum entitled "Doing Business" in New York: An Introduction to Qualification for further clarification.

Section 301 of the Not-for-Profit Corporation Law includes provisions relating to restrictions on the use of certain words and phrases in the name of the corporation. Generally, the name of the entity may not include a word or phrase restricted by another statute unless one has complied with the restriction. Certain words and phrases also require the consent or approval from another state agency prior to filing the document with the Division of Corporations.

In addition, certain activities require the consent or approval of another state agency. Please be sure to review Section 404 of the Not-for-Profit Corporation Law to determine whether any consents or approvals are required.

Attached to the Application for Authority must be a Certificate of Existence from the official who files and maintains corporate records in the jurisdiction of the corporation. The Certificate of Existence must be dated within one year. (Please Note: This official is generally the Secretary of State, and many jurisdictions refer to the Certificate of Existence as a Certificate of Good Standing.)

The completed application, together with the filing fee of $135, should be forwarded to the NYS Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. However, if the foreign corporation has been conducting activities in New York State prior to filing its Application for Authority, it must obtain the consent of the State Tax Commission (§1304 (a)(8), Not-for-Profit Corporation Law). To request consent, call the New York State Tax Commission at (518) 485-2639. The completed Application for Authority, together with the required consent attached, and the statutory filing fee of $135 should be forwarded to the New York Department of State at the address indicated above.


Certificate of Amendment Domestic Corporations

A not-for-profit corporation may amend its Certificate of Incorporation from time to time by filing a Certificate of Amendment under Section 803 of the Not-for-Profit Corporation Law. The document may contain any of the information that may be contained in a Certificate of Incorporation (name change, revision to the purpose clause, etc.). The Certificate of Amendment may amend or add any provision that may be lawfully contained in the Certificate of Incorporation. The Certificate of Amendment must include the subject matter of each amendment and the full text of each paragraph to be amended. For example, an amendment changing the name of a corporation would read as follows: "Paragraph First of the Certificate of Incorporation relating to the name of the corporation is hereby amended to read in its entirety as follows: First: The name of the corporation is … (new name) … "
Please be sure to review Section 804 of the Not-for-Profit Corporation Law to determine whether any consents or approvals are required.

The completed Certificate of Amendment, together with the statutory filing fee of $30, should be forwarded to the New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Amendment Foreign Corporations

A foreign authorized not-for-profit corporation may amend its Application for Authority from time to time by filing a Certificate of Amendment pursuant to Section 1309 of the Not-for-Profit Corporation Law. The Application for Authority may only be amended to amend or add such provisions that may be lawfully contained in the Application for Authority (i.e., name change, revisions to purposes, etc.). Please review the consent requirements under Section 1309(c) of the Not-for-Profit Corporation Law.

The completed Certificate of Amendment, together with the filing fee of $30, should be forwarded to the Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Change Domestic Corporations

A domestic not-for-profit corporation may change its Certificate of Incorporation from time to time to (1) change the name and address of its designated address for the Secretary of State to mail service of process; (2) change its county location; or (3) make, revoke, or change the designation of a registered agent by filing a Certificate of Change pursuant to Section 803-A of the Not-for-Profit Corporation Law.

The completed Certificate of Change, together with the statutory fee of $20, should be forwarded to the New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Change Foreign Corporations

A foreign authorized not-for-profit corporation may change its Application for Authority from time to time to (1) change the name and address of its designated address for the Secretary of State to mail service of process; (2) change its county location; or (3) make, revoke, or change the designation of a registered agent by filing a Certificate of Change pursuant to Section 1310 of the Not-for-Profit Corporation Law.

The completed Certificate of Change, together with the statutory fee of $20, should be forwarded to the New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Change (by agent) Domestic Corporations

The agent for service of process of a domestic corporation may change his or her own address on file with the Department of State by filing a Certificate of Change pursuant to Section 803-A of the Not-for-Profit Corporation Law.

The completed Certificate of Change, together with the statutory fee of $20, should be forwarded to the New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Change(by agent) Foreign Corporations

The agent for service of process of a foreign corporation may change his or her own address on file with the Department of State by filing a Certificate of Change pursuant to Section 1310 of the Not-for-Profit Corporation Law.

The completed Certificate of Change, together with the statutory fee of $20, should be forwarded to the New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Resignation of Registered Agent Domestic Corporations

The designated registered agent of a domestic corporation may resign pursuant to Section 305 of the Not-for-Profit Corporation Law. The registered agent is required to file a Certificate of Resignation of Registered Agent with the Department of State.

The completed Certificate of Resignation of Registered Agent, together with the statutory fee of $30, should be forwarded to the New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Resignation of Registered Agent Foreign Corporations

The designated registered agent of a foreign corporation may resign pursuant to Section 305 of the Not-for-Profit Corporation Law. The registered agent is required to file a Certificate of Resignation of Registered Agent with the Department of State.

The completed Certificate of Resignation of Registered Agent, together with the statutory fee of $30, should be forwarded to the New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. .


Certificate of Annulment of Dissolution and Reinstatement of Corporate Existence Domestic Corporations

A corporation dissolved under former section 57 of the Membership Corporations Law may file a Certificate of Annulment of Dissolution and Reinstatement of Corporate Existence pursuant to Section 1012 of the Not-for-Profit Corporation Law.

The completed Certificate of Annulment of Dissolution and Reinstatement of Corporate Existence, together with the statutory fee of $30, should be forwarded to the New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Correction Domestic Corporations

Any certificate or other instrument may be corrected with respect to any typographical or similar non-material error apparent on the face or defect in the execution, including the deletion of any matter not permitted to be stated by filing a Certificate of Correction pursuant to Section 105 of the Not-for-Profit Corporation Law.

The completed Certificate of Correction, together with the statutory fee of $30, should be forwarded to the New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Correction Foreign Corporations

Any certificate or other instrument may be corrected with respect to any typographical or similar non-material error apparent on the face or defect in the execution, including the deletion of any matter not permitted to be stated by filing a Certificate of Correction pursuant to Section 105 of the Not-for-Profit Corporation Law.

The completed Certificate of Correction, together with the statutory fee of $30, should be forwarded to the New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Dissolution Domestic Corporations

A not-for-profit corporation may be voluntarily dissolved by filing a Certificate of Dissolution pursuant to Section 1003 of the Not-for-Profit Corporation Law. Please review the statute to determine whether any consents or approvals are required.

The Certificate of Dissolution requires the consent of the New York State Department of Taxation and Finance. The telephone number, fax number, and address where you can call or write to request the consent is as follows:

Telephone number - (518) 485-2639
Fax number - (518) 435-2997

New York State Department of Taxation and Finance
Corporation Tax Dissolution Unit
Building 8, Room 958
W. A. Harriman Campus
Albany, NY 12227

In addition, consent of the New York City Department of Finance must be attached to the Certificate of Dissolution if the corporation has done business in and incurred tax liability to the City of New York under Chapters 6-8, 10-15, 21, 24-25 or 27 of Title 11 of the Administrative Code of the City of New York. To obtain consent, contact the New York City Department of Finance, Collections Division, Vendor/Tax Clearance Unit, 59 Maiden Lane, 25th Floor, New York, NY 10038. Additional information is available on the New York City Department of Finance’s website at: http://www.nyc.gov/html/dof/html/business/business_tax_gct.shtml#dissolution.

The completed Certificate of Dissolution, together with the required consents and/or approvals attached, and the statutory filing fee of $30 should be forwarded to the New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.

Addition information regarding the procedures for the voluntarily dissolution of a not-for-profit corporation may be found on the Office of the Attorney’s General’s website at www.oag.state.ny.us.


Certificate of Surrender of Authority Foreign Corporations

A foreign authorized corporation (which will remain in existence in its home state) may surrender its authority to conduct activities in New York State. The authority of the foreign corporation shall terminate upon the filing of a Certificate of Surrender of Authority pursuant to Section 1311 of the Not-for-Profit Corporation Law. The Certificate of Surrender of Authority requires the consent of the State Tax Commission. To request consent, call the State Tax Commission at (518) 485-2639.

The completed Certificate of Surrender of Authority, together with the statutory fee of $30, must be forwarded to the New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Amendment of Certificate of Surrender of Authority Foreign Corporations

A foreign corporation that has surrendered its authority to conduct activities in New York State may amend the address to which the Secretary of State shall mail a copy of any process accepted on behalf of the corporation by filing a Certificate of Amendment of Certificate of Surrender of Authority pursuant to Section 1311 of the Not-for-Profit Corporation Law.

The completed Certificate of Amendment of Certificate of Surrender of Authority together with the statutory fee of $30, should be forwarded to the New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Termination of Existence Foreign Corporations

A foreign authorized corporation that has been dissolved, merged out of existence, or had its authority to conduct its business terminated or canceled in its jurisdiction of incorporation shall file a Certificate of Termination of Existence with the New York State Department of State. A certificate, which includes a termination statement, under seal of the Secretary of State or equivalent official of the corporation's jurisdiction, must be submitted. Please note that a certified copy of the filing is not acceptable. Please see Section 1312 of the Not-for-Profit Corporation Law. The document must contain a cover sheet that sets forth the title of the document being submitted and the name and address of the individual to whom the receipt for the filing of the document should be mailed.

The termination statement, together with the statutory fee of $30, should be forwarded to the New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificates of Merger Domestic and Foreign Corporations

Sections 901 and 908 of the Not-for-Profit Corporation Law permit the merger or consolidation of not-for-profit corporations with other corporations. Certificates of Merger pursuant to 904, 906, or 908 of the Not-for-Profit Corporation Law may be drafted by the filer by following the requirements of the appropriate section of law. The document must contain a cover sheet that sets forth the title of the document being submitted and the name and address of the individual to whom the receipt for the filing of the document should be mailed.

The completed Certificate of Merger, together with the filing fee of $30, should be forwarded to the Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Assumed Name Domestic and Foreign Corporations

Domestic and foreign corporations are required by Section 202(f) of the Not-for-Profit Corporation Law to conduct their activities under their true legal name in New York State unless it complies with the requirements of Section 130 of the General Business Law by filing a Certificate of Assumed Name. The Department of State has prepared a brochure to make the filing of a Certificate of Assumed Name as easy as possible. The brochure includes the form for filing the Certificate of Assumed Name, fee information, instructions for filing, and general information.

Filers should pay special attention to the calculation of fees for filing the Certificate of Assumed Name. In addition to the $25 filing fee, the Department of State also collects an additional fee, which is determined by the county (or counties) in which the assumed name is or will be used by the corporation. The additional county fee is $25 for each county listed except the counties of New York, Kings, Queens, Bronx, and Richmond for which the additional fee is $100 for each of those counties.

The completed Certificate of Assumed Name, together with the statutory fee of $25 and applicable county fees (please see instructions), should be forwarded to the New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. Note that all checks over $500 must be certified.


Certificate of Amendment of Certificate of Assumed Name Domestic and Foreign Corporations

A Certificate of Assumed Name may be amended by filing a Certificate of Amendment of Certificate of Assumed Name pursuant to Section 130 General Business Law. The Certificate of Assumed Name may be amended to reflect a change in the true name of the entity, amend the assumed name, change the principal place of business, add or delete counties in which business is conducted under the assumed name, and add or delete the address(es) of specific business location(s).

The fee for filing a Certificate of Amendment of Assumed Name is $25. The Department of State also collects the following, additional, county clerk fees for each county affected by the amendment in which a corporation does or transacts business: $100 for each county within New York City (Bronx, Kings, New York, Queens and Richmond) and $25 for each county outside New York City. All checks over $500 must be certified.

The completed Certificate of Amendment of Certificate of Assumed Name, together with the statutory fee of $25 and applicable county fees, should be forwarded to the New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.


Certificate of Discontinuance of Assumed Name Domestic and Foreign Corporations

If the business for which the Certificate of Assumed Name was filed is discontinued or is no longer required, a Certificate of Discontinuance of Assumed Name may be filed with the Secretary of State pursuant to Section 130 of the General Business Law.

The completed Certificate of Discontinuance of Assumed Name, together with the statutory fee of $25 should be forwarded to the New York State Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.