1
Procedures for Incorporating a New York Not-for-Profit
Corporation and Amending its Certificate
Office of the NYS Attorney General
Charities Bureau
https://ag.ny.gov/
Issue date: February 2015
Revised: February 2024
Contents
GETTING STARTED – CHECKLIST FOR APPLICATIONS ......................................................................... 2
Introduction .............................................................................................................................................................. 3
HOW TO INCORPORATE AS A NEW YORK STATE NOT-FOR-PROFIT CORPORATION ................. 3
DRAFTING A CERTIFICATE OF INCORPORATION ................................................................................... 3
REGISTRATION REQUIREMENTS – REGISTRATION WITH THE ATTORNEY GENERAL............ 11
AMENDMENTS AND RESTATED CERTIFICATES ..................................................................................... 12
Amendments and Restated Certificates ............................................................................................................... 12
APPENDIX A - Offices of the New York State Attorney General and the counties covered by each: .......... 16
Appendix B – Sample Affidavit of Use: ................................................................................................................ 17
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Procedures for incorporating a New York not-for-profit corporation
and amending its certificate
GETTING STARTED – CHECKLIST FOR APPLICATIONS
The Charities Bureau has prepared the checklist below to assist applicants in preparing their documents
for submission to the Attorney General.
CHECKLIST OF DOCUMENTS FOR AMENDING OR RESTATING A CERTIFICATE OF
INCORPORATION
The following is a list of the forms and documents necessary for amending or restating a certificate of
incorporation:
A copy of the original certificate of incorporation and any prior
amendments;
A copy of the organization’s bylaws;
The current proposed certificate of amendment or restated certificate;
The resolution of the directors (or members, if any) authorizing the
amendment(s);
If the purposes are being expanded or new purposes are being
added, an Affidavit of Use, signed by an officer or director that
states the organization’s current assets will be used for its current
purposes and future assets will be used for the purposes as
amended.
A statement as to whether the corporation has ceased any
operations or intends to transfer any assets post amendment.
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Introduction
This guidance was prepared to assist individuals, organizations, and attorneys in forming a New
York charitable Not-for-Profit Corporation or amending the Certificate of Incorporation of an
existing charitable New York Not-for-Profit Corporation. This guidance and other information of
interest to not-for-profit corporations may be found on the Attorney General’s Internet site:
http://www.ag.ny.gov.
Certificates of Incorporation of charitable corporations that require approvals described below may
not be filed with the New York State Department of State (“DOS”) until those approvals have been
secured. Most Certificates of Incorporation of non-charitable corporations do not required approval
and may be filed directly with DOS.
This guidance is not intended to be a substitute for legal advice. If you have questions about forming
a not-for-profit corporation or amending the certificate of an existing not-for- profit corporation, you
should consult your attorney. The New York State Bar Association has a Lawyer Referral Service
for the public which can be accessed on the web here: https://www.findalawyernys.org/
HOW TO INCORPORATE AS A NEW YORK STATE NOT-FOR-PROFIT
CORPORATION
The Not-for-Profit Corporation Law (“N-PCL”) Article 4 sets forth the procedures for forming a
New York not-for-profit corporation. The mission (purposes) of the organization you create may
also be governed by other New York State laws such as the Religious Corporation Law, Education
Law or Estates, Powers and Trusts Law. It is important to be aware of other statutes that apply to the
organization you create.
In addition, certain New York State Agencies such as the Education Department, Department of
Health or the Office of Mental Health, for example, have a role in the creation and amendment of
Certificates of Incorporation drafted pursuant to the N-PCL. One of those agencies is the New York
State Department of State. That agency reviews and determines whether a Certificate of
Incorporation is acceptable for filing. The Department of State is NOT connected to the Attorney
General’s Office and therefore, you should consult the Department of State’s website -
https://dos.ny.gov/certificate-incorporation-domestic-not-profit-corporations-0 for the filing
requirements of that agency. That site includes a step-by-step guide to filing the Certificate of
Incorporation. Other helpful guidance is posted by the Department of State at:
https://dos.ny.gov/system/files/documents/2018/12/1511-inst.pdf
DRAFTING A CERTIFICATE OF INCORPORATION
Following is information to assist you in drafting of a Certificate of Incorporation of a charitable
corporation.
Quick Statutory Reference Guide
Contents of Certificate of Incorporation
N-PCL § 402
Definition of Charitable Corporation
N-PCL §§ 102 (a)(3-a) & (3-b)
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1.
Name of the Corporation
Article 3 of the N-PCL includes provisions concerning corporate names.
It is important to determine if the name you have chosen is already in use or if there is a similar
name which the Department of State would deem confusing. If so, another name will have to be
chosen. To make that determination, you should consult the following link and search the
Department of State database of corporate names: https://apps.dos.ny.gov/publicInquiry/
If you are unable to determine whether your chosen name is in use or would cause confusion if used,
you may contact the New York State Department of State, Division of Corporations in writing and
inquire whether the name(s) you want to use is acceptable. Enclose a check or money order for $5.00
payable to the Department of State or Credit Card Authorization Form, (available at
https://dos.ny.gov/system/files/documents/2018/10/1515-f.pdf and send the request to:
New York State Department of State Division of Corporations
One Commerce Plaza
99 Washington Street
Albany, NY 12231-0001
Except under the special circumstances described in the N-PCL, the name of a not-for-profit
corporation may not contain any of the following words or phrases, or any abbreviations or
derivatives of them:
Quick Statutory Reference Guide
Corporate Name
N-PCL §§ 301(a)(5)(A) & (B)
Also, you may reserve an available corporate name for 60 days by submitting an Application for
Reservation of Name and the appropriate filing fee
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to the Department of State Division of
Corporations. Contact the Department of State for a copy of the form to reserve a name. A
reservation can be extended for up to an additional two 60-day periods by filing an extension request
with an additional fee.
Quick Statutory Reference Guide
Reservation of name
N-PCL § 303
Note: Consult N-PCL § 301 for additional restrictions concerning names of not-for-profit
corporations.
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Consult N-PCL § 104-A for the appropriate filing fee.
Acceptance
Doctor
Insurance
State Police
Annuity
Endowment
Investment
State Trooper
Assurance
Fidelity
Lawyer
Surety
Bank
Finance
Loan
Title
Bond
Guaranty
Mortgage
Trust
Casualty
Indemnity
Savings
Underwriter
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If the corporate name contains a proper name, such as “Friends of ABC University” or “Mary Smith
Foundation,” you should be aware that section 174-d of the Executive Law makes it a misdemeanor
to use anyone’s name (including an organization’s name) to raise funds without receiving prior
written permission.
2.
Purposes for Which a New York Not-for-Profit Corporation May be Formed
Pursuant to the N-PCL, a not-for-profit corporation is either charitable or non-charitable. See
“Contents of a Certificate of Incorporation” below for further explanation of these purposes.
Quick Statutory Reference Guide
Definition of Charitable
N-PCL §§ 102(a)(3-a) and (3-b)
Definition of Non-charitable
N-PCL § 102(a)(9-a)
Purposes of a Corporation
N-PCL § 201
3.
Contents of a Certificate of Incorporation
The Certificate of Incorporation must include the following:
a. The name of the corporation.
b. A statement that the corporation is a corporation as defined in section
102(a)(5) of the Not-for-Profit Corporation Law.
c. A statement as to whether the corporation is charitable or non-
charitable.
d. The purposes for which it is formed. The corporation may state that is
formed for one of the purposes set forth in the N-PCL as
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:
i.
Charitable, defined in the N-PCL as “charitable,
educational, religious, scientific, literary, cultural
or for the prevention of cruelty to children or
animals.”
or
ii.
Non- Charitable, defined in the N-PCL as “other
than a charitable corporation, including but not
limited to one formed for any one or more of the
following non-pecuniary purposes: civic,
patriotic, political, social, fraternal, athletic,
agricultural, horticultural, or animal husbandry,
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However, an organization may be required to provide a fuller explanation of an organization’s purposes because, for
example, agencies whose approval of the certificate or foundations and governmental funding agencies may require such
information. Also, members of the public considering contributing to the corporation may look to the certificate for the
organization’s purposes, such as the IRS if the corporation wishes to seek 501(c)(3) tax exemption.
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or for the purpose of operating a professional,
commercial, industrial, trade or service
association.
Note – this guidance is only for the creation
and amendment of charitable corporations
e. The county in New York in which the corporation will be located.
f. The names and addresses of at least three initial directors.
g. The duration of the corporation if the duration is not perpetual.
h. A designation of the Secretary of State as the agent for service of
process and the address in New York or elsewhere to which a copy of
any process should be sent.
i. If the corporation has a registered agent for service of process, the
name and address in New York of that agent and a statement that the
registered agent is the agent to whom process may be served.
j. If the corporation is a “Special Not-for-Profit Corporation” as
described in Article 14 of the N-PCL, the certificate must include any
additional statements required by that article.
k. If the certificate is for an existing unincorporated association or
group, an affidavit of the certificate’s subscribers must be attached
stating that they are the majority of a committee authorized to
incorporate the association or group.
l. If the corporation does not require approval or consent of any
organization or governmental agency pursuant to section 404 of the
N-PCL, the certificate must include a statement to that effect.
The certificate may include additional provisions concerning its internal operations, such as classes
of members, quorum requirements, and the date of the annual meeting. In addition, it must include
language required by other statutes or agencies.
Most notably, the Internal Revenue Service requires that certain statements be included in the
certificate if a corporation is seeking tax exemption. The IRS posts information on its website as
well as an interactive training program that includes the requirements to become a 501(c)(3) tax
exempt entity. This site also includes a step-by-step process for filing the application for exemption
with the IRS. It can be found at: https://www.irs.gov/charities-non-profits/charitable-
organizations/exemption-requirements-501c3-organizations . The required statements must be
preceded by the following:
“The following language relates to the corporation's tax-exempt status and is not a statement
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of purposes and powers. Consequently, this language does not expand or alter the
corporation's purposes or powers set forth in paragraph number XX.”
Questions about applying for federal and state income tax exemption and exemption from
state sales and other taxes should be directed to the appropriate taxing authorities. The New
York State Department of Taxation and Finance requires filing for “exemption from sales
taxation” if the organization wants to be a recognized tax-exempt organization under New
York State Law. The requirements for such filing can be found on the Taxation and Finance
Department’s website at https://www.tax.ny.gov/bus/st/exempt.htm. If consent or approval of
an agency or officer is required, a copy of such consent(s) or approval(s) must be attached to
the certificate (See section 4 “Required Approvals from Agencies and Officers” below). If no
approvals or consents are required, the certificate must contain a statement that the
corporation’s purposes and powers do not include any for which a consent or approval is
required pursuant to section 404 of the N-PCL (see sub-paragraph l above).
A sample Certificate of Incorporation posted on the Department of State’s website at
https://dos.ny.gov/system/files/documents/2021/02/1511-f.pdf
Quick Statutory Reference Guide
Contents of Certificate of Incorporation
N-PCL § 402
Corporate Name
N-PCL § 402(a)(1)
Corporate Purposes
N-PCL § 402(a)(2-a)
Location (County) of the Corporation
N-PCL § 402(a)(3)
Names and Addresses of Initial Directors
N-PCL § 402(a)(4)
Duration of the Corporation
N-PCL § 402(a)(5)
Designation of the Secretary of State as Agent for Service
N-PCL § 402(a)(6)
Designation of Registered Agent for Service
N-PCL § 402(a)(7)
Special Not-for-Profit Corporations
N-PCL §§ 402 (a)(8) & 1401 - 1412
Certificates for formerly unincorporated associations
N-PCL § 402(b)
Additional Language Pursuant to Other Laws
N-PCL § 402(c)
Approvals, Notices and Consents
N-PCL § 404
Statement that no Approval of Consent Required
N-PCL §§ 402(a)(2-b) & 404
4.
Required Approvals from and Notices to Agencies and Officers
Depending on the purpose of an organization, it may be required to get the approval of its Certificate
of Incorporation from a particular agency (or organization), or it may be required to provide a
particular agency (or organization) with a certified copy of the Certificate of Incorporation after the
Certificate is filed with the Secretary of State. If an agency approval is required before filing the
certificate with the Department of State, the approval must be attached to the original Certificate of
Incorporation. Following is a partial list of the agencies that must approve Certificates of
Incorporation before they are filed with the Department of State and/or receive certified copies of
filed Certificates of Incorporation. For a complete list of the agencies and organizations from which
approvals must be secured or to which copies of the Certificate must be sent, you should consult N-
PCL sections 404 (a) – (w). If you have a question concerning such approval, please contact the
organization or agency from which approval is required.
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Type of Corporation
Agency Required to Approve or Receive a
Copy of Filed Certificate
N-PCL Section
Trade or Business Association
Approval required from:
Office of the Attorney General
Antitrust Bureau
28 Liberty Street New
York, NY 10005
(212) 416-8262
N-PCL § 404(a)
Corporations whose purposes include care of
Approval required from:
N-PCL § 404(b)(1)
destitute, delinquent, abandoned, neglected
Office of Children & Family Services
or dependent children; establishment or
52 Washington Street
operation of any adult care facility, or the
Rensselaer, NY 12144
establishment or operation of a residential
http://ocfs.ny.gov/main/
program for victims of domestic violence, or
(518) 473-7793
placing-out or boarding-out of children or a
Inquiries to OCFS may be sent by email to
home or shelter for unmarried mothers, or the
solicitation of contributions for those
purposes.
Corporations whose purposes include the
establishment or operation of a child day care
center.
Certified copy of filed Certificate must be sent to:
Office of Children & Family Services
52 Washington Street
Rensselaer, NY 12144
http://ocfs.ny.gov/main/
(518) 473-7793
N-PCL § 404(b)(2)
Inquiries to OCFS may be sent by email to
A school, college, university or other entity
providing post-secondary education; a library;
or a museum or historical society
Approval required from:
Department of Education
Office of Counsel
State Education Building - Room 148
Albany, NY 12234
Questions may be sent to at legal@nysed.gov
N-PCL § 404(d)
Any corporation whose purposes include a
purpose for which a corporation might be
chartered by the regents of the university of
the State of New York.
Certified copy of filed Certificate must be sent to:
Department of Education
Office of Counsel
State Education Building - Room 148
Albany, NY 12234
Questions may be sent to at legal@nysed.gov
N-PCL § 404(d)
A Hospital
Commissioner of Health
N-PCL §§
404(c)
www.health.ny.gov.commissioner
& (o)
(518) 471-2011
Commissioner of Insurance
Public Health and Planning Council
A Substance Abuse Program
Office of Alcoholism and Substance Abuse Services
1450 Western Avenue
Albany, NY 12203-3526
(518) 473-3460
N-PCL § 404(u)
Quick Statutory Reference Guide
Approvals, notices and consents
N-PCL §§ 404 (a) through (v)
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5.
Filing the Certificate of Incorporation
Completed certificates of incorporation of charitable corporations, with any approvals required by
N-PCL § 404, must be submitted to the New York State Department of State but do not need to be
reviewed by the Attorney General.
Certificates of Incorporation for most non-charitable corporations may also be filed directly with the
New York State Department of State without review by the Attorney General.
However, as noted in section 4 above, “Required Approvals from Agencies and Officers,” approval
of the Office of the Attorney General is required for certificates of incorporation of trade and
business associations. The original and one copy of such certificate (with a self-addressed envelope)
should be sent to:
New York State Attorney General
Antitrust Bureau
28 Liberty Street
New York, New York 10005
After reviewing the certificate, the Attorney General’s Antitrust Bureau will return the original
certificate with its consent to the filing of the certificate or advise you as to why consent is not being
given. When approved, the certificate must then be submitted to the New York State Department of
State, Division of Corporations.
Completed certificates, with any required approvals and the necessary filing fee
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(check, money
order or Credit Card Authorization Form) made payable to the Department of State should be sent
to:
NYS Department of State
Division of Corporations, State Records and Uniform
Commercial Code One Commerce Plaza
99 Washington Ave.
Albany, NY 12231
Fax (518) 474-1418
When a Certificate of Incorporation is accepted for filing by the Department of State, the
organization’s corporate existence begins. The Department of State will issue an official filing
receipt, containing the filing date, which is also the date of incorporation. For a fee, you may request
plain or certified copies of a filed Certificate of Incorporation. The required fees are posted at
https://dos.ny.gov/certificate-incorporation-domestic-not-profit-corporations-0.
3
Consult N-PCL § 104-A for the appropriate filing fee.
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6.
Application for Authority
Article 13 of the N-PCL requires foreign (non-New York) corporations to file an Application for
Authority with New York’s Secretary of State if they are planning to conduct activities in New
York. The application must include:
• The name of the foreign corporation;
• If applicable, the fictitious name the corporation will use in New York;
• The jurisdiction in which the corporation was formed and the date it was
incorporated;
• A Statement that it is a foreign corporation, defined in section 102(a)(7) of the N-
PCL
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;
• A statement that, if formed in New York, it would be, as applicable, a charitable
corporation or non-charitable corporation;
• A statement regarding the purposes it will pursue in New York and the activities
which it proposes to conduct in New York and that it is authorized to conduct
those activities in the jurisdiction in which it was incorporated;
• The county in New York in which its office is to be located;
• A designation of the New York Secretary of State as its agent upon whom process
against it may be served and the post office address in or outside New York to
which the Secretary shall mail a copy of any process;
• If the corporation will have a registered agent for service, the name and address of
the agent within New York and a statement that the registered agent is to be its
agent upon whom process against the corporation may be served;
o A statement that the foreign corporation has not, since its
incorporation or since the date its authority to conduct
activities in New York was last surrendered, done any act in
New York, except as set forth in N-PCL § 1301(b); or instead
of such statement the consent of the New York State Tax
Department to the filing of the application must be attached
5
;
o Any provision required by a governmental agency; or officer,
other person or body as a condition for consent or approval
required for the filing of an application for authority.
4
N-PCL § 102(a)7) "Foreign corporation" means a corporation formed under laws other than the statutes of this state, which,
if formed under the statutes of this state, would be within the term "corporation or domestic corporation" as herein defined.
5
See N-PCL § 1301(b) for categories of activities that are not “considered to be conducting activities” in NY.
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• The Application for Authority must have attached to it:
o
A certificate from an authorized officer of the jurisdiction of its
incorporation confirming that it is an existing corporation in that
jurisdiction; and
o
Any consent or approval from any governmental body or officer, or
other person that would be required if the corporation were formed in
New York; and
o
If required, consent of the New York State Department of Taxation and
Finance to the filing of the application.
If the application for authority includes any purpose requiring a New York corporation to provide
notice of the filing of a Certificate of Incorporation to any person or entity, the corporation must
send, by certified mail, return receipt requested, a certified copy of the certificate of authority to such
person or entity within ten business days after the corporation receives confirmation from the
Department of State that the certificate has been accepted for filing. A sample Application for
Authority is posted at https://dos.ny.gov/system/files/documents/2018/11/1335-f.pdf .
Quick Statutory Reference Guide
Authorization of Foreign Corporations
N-PCL § 1301
Application for Authority; contents
N-PCL § 1304
Approvals, Notices and Consents
N-PCL § 404
REGISTRATION REQUIREMENTS – REGISTRATION WITH THE ATTORNEY GENERAL
Most organizations that hold property of any kind in New York for charitable purposes are required
to register with the Attorney General’s Charities Bureau pursuant to section 8-1.4 of the Estates,
Powers and Trusts Law. Most organizations that solicit charitable contributions from members of the
public, foundations and other organizations and governmental agencies in New York State are
required to register with the Attorney General’s Charities Bureau pursuant to Article 7-A of the
Executive Law. Organizations that both hold property and solicit contributions in New York fall
within the requirements of both laws, but only one registration is required.
The full text of both statutes as well as a summary of the registration and reporting requirements
may be found on the Attorney General’s website at
https://ag.ny.gov/resources/organizations/charities-nonprofits-fundraisers/charities-registration.
Also posted on that site are the categories of organizations that are exempt from registration.
Organizations that plan to solicit contributions must register prior to beginning such solicitation.
Organizations that hold property in New York for charitable purposes must register within six
months of receiving such property.
Questions concerning registration should be sent to charit[email protected].
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Registration and annual financial reports must be submitted electronically. Paper filings are no
longer accepted by the Charities Bureau. Portals for such submissions and detailed filing instructions
are posted at https://ag.ny.gov/resources/organizations/charities-nonprofits-fundraisers/charities-
registration.
AMENDMENTS AND RESTATED CERTIFICATES
Prior to 2014, New York not-for-profit corporations were classified in one of four Types – A, B, C
and D. Effective on July 1, 2014, New York not-for-profit corporations are classified either as
charitable or non-charitable. The N-PCL classifies New York not-for-profit corporations formed
before July 1, 2014, as follows:
• Type A corporations are deemed to be non-charitable corporations.
• Type B and C corporations are deemed to be charitable corporations.
• Type D corporations with charitable purposes are deemed to be charitable
• Type D corporations with non-charitable purposes are deemed to be non-
charitable
Since corporations seeking to amend or restate their certificates may have been formed prior to July
1, 2014, reference to the former corporate types is included in this guidance.
Quick Statutory Reference Guide
Definition of Charitable
N-PCL §§ 102(a)(3-a) and (3-b)
Definition of Non-charitable
N-PCL § 102(a)(9-a)
Purposes of a Corporation
N-PCL § 201
Amendments and Restated Certificates
Pursuant to Article 8 of the N-PCL, a New York Not-for-Profit Corporation may amend its
Certificate of Incorporation to:
•
Change its corporate name;
•
Change, add or limit its purposes;
•
Strike out, change or add any provision that is not inconsistent with the N-PCL
or any other applicable law or the rights of its members, officers or directors;
•
Extend its duration or revive its existence if its original period of duration has
expired;
•
Specify, change or revoke the voting rights of its directors or members;
•
State or change the corporation’s location;
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•
State or change the address to which the Secretary of State must send a copy of
any process served on the Secretary;
•
Designate, change or revoke the designation of a registered agent; or
•
Authorize the issuance of capital certificates and fix their value and terms and
the rights and privileges of their holders.
Pursuant to Article 8 of the N-PCL, a New York Not-for-Profit Corporation may re-state its
Certificate of Incorporation to:
•
Restate in a single certificate the text of its Certificate of
Incorporation without making any amendment or change, except
that it may include any amendments or changes which may be
authorized by its board without a vote of its members, or
•
Restate in a single certificate the text of its Certificate of
Incorporation as amended to include any amendments or
changes authorized by the N-PCL.
A restated Certificate of Incorporation must be entitled "Restated Certificate of Incorporation of
(Name of Corporation) under section 805 of the Not-for-Profit Corporation Law" and must include:
•
The name of the corporation and, if it has been changed, the name
under which it was formed.
•
The date its Certificate of Incorporation was filed by the Department of State.
•
If the restated certificate restates the text of the Certificate of
Incorporation without making any amendment or change, a statement
that the text of the Certificate of Incorporation is restated, without
amendment or change, and the restated certificate must be set forth in
full.
•
If the restated certificate restates the text of the Certificate of
Incorporation as amended or changed thereby, a statement that the
Certificate of Incorporation is amended or changed to include one
or more amendments or changes authorized by the N-PCL and
specifying each amendment or change and that the text of the
Certificate of Incorporation is restated as amended or changed.
Also, the restated certificate must be set forth in full.
•
A statement as to the manner in which the restated certificate was authorized.
Note: Approval or consent of the Supreme Court, the Attorney General or any other governmental
body or officer, or other person or body, which was required for the corporation’s Certificate of
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Incorporation, or any Certificate of Amendment is not required if the restated certificate contains no
amendments and if such consent previously required was secured. Applications for approval of
Amendments or Restatements must be reviewed and approved by the Office of Attorney General
that serves the county where corporation has its principal place of business, or the Supreme Court on
notice to the Attorney General. A list of the offices of the Attorney General and the counties they
serve is in Appendix A
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.
When the restated certificate is filed by the Department of State, the original Certificate of
Incorporation will be superseded and the restated Certificate of Incorporation, including any
amendments and changes it makes, shall be the Certificate of Incorporation of the corporation.
Quick Statutory Reference Guide
Right to Amend Certificate of Incorporation
N-PCL § 801
Restated Certificate of Incorporation
N-PCL § 805
Article 8 of the N-PCL sets forth the statutory requirements for amending a Certificate of
Incorporation, including the required contents of a Certificate of Amendment. Those requirements
include the following:
1. Trade Associations or Business Corporations (Type A or non-charitable)
a. Certificates of Amendment and Restated Certificates of trade or business
associations must be approved by the New York State Attorney General’s
Antitrust Bureau and then submitted to the Department of State.
2. Government Agency Approvals
a. Certificates of Amendment of corporations with certain purposes must be
approved by certain organizations and government agencies. Required approvals
must be attached to the Certificate of Amendment. See “Required Approvals from
Agencies and Officers” above for information concerning required approvals. The
N-PCL should be consulted for a complete list of required approvals.
Quick Statutory Reference Guide
Approvals
N-PCL §§ 404 and 804
PLEASE NOTE: Pursuant to the N-PCL, either the Attorney General or the Court may approve an
amended or restated certificate of a corporation that is changing its purposes and/or powers, and the
corporation has the option of submitting its amended or restated certificate to either the Attorney
General or the Court on notice to the Attorney General for approval. The N-PCL also provides that
at any time, including if the Attorney General does not approve an amended certificate of
incorporation or the Attorney General concludes that court review is appropriate, the corporation
may apply for approval to the Supreme Court in the judicial district where the corporation's
6
Changes to a certificate other than to a corporation’s purposes or powers should be submitted directly to the Dept of State.
15
principal office is located.
If a purpose or power is being added or eliminated, the certificate must be accompanied by an
“Affidavit of Use” from an officer of the corporation stating that current assets will be used for
current purposes and powers and future assets will be used for purposes and powers as stated in the
amended or restated certificate. Please see the checklist of the documents required for review by
the Attorney General at page 2 of this guidance. A model Affidavit of Use may be found in
Appendix B.
After its review of the certificate, the office of the Attorney General will advise the corporation, or
its attorney if the certificate was submitted by an attorney, of any additional information that is
needed or if court approval is appropriate. Otherwise, the office of the Attorney General will return
the certificate with a written approval.
A Certificate of Amendment will not be approved for a corporation that has not complied with New
York’s registration requirements See “REGISTRATION REQUIREMENTS - REGISTRATION
WITH THE ATTORNEY GENERAL” above.
A sample Certificate of Amendment of a Certificate of Incorporation of a Not-for-Profit
Corporation is posted by the Department of State at
https://dos.ny.gov/system/files/documents/2023/01/1511-f.pdf .
16
APPENDIX A - Offices of the New York State Attorney General and the counties
covered by each:
ALBANY -
Charities Bureau
The Capitol
Albany, NY 12224-0341
518-776-2160
Counties: Albany, Columbia, Fulton, Greene,
Hamilton, Montgomery, Rensselaer, Saratoga,
Schenectady, Schoharie, Warren, and
Washington (note: Sullivan and Ulster for trusts
and estates matters only)
BINGHAMTON REGIONAL OFFICE
44 Hawley Street, 17th Floor
Binghamton, NY 13901-4433
607-251-2770
Counties: Broome, Chemung, Chenango,
Delaware, Otsego, Schuyler, Tioga, and
Tompkins
BUFFALO REGIONAL OFFICE
Main Place Tower - Suite 300A
Buffalo, NY 14202
716-853-8400
Counties: Allegheny, Cattaraugus, Chautauqua,
Erie, Genesee, Niagara, Orleans, and Wyoming
NASSAU REGIONAL OFFICE
200 Old Country Road, Suite 240
Mineola, NY 11501-4241
516-248-3302
Counties: Nassau (note: trusts and estates matters
are handled by NYC)
NEW YORK CITY
Charities Bureau Transactions
Section
28 Liberty Street
New York, NY 10005
212-416-8401
Counties: Bronx, Kings, New York, Queens, and
Richmond (note: NYC also handles Dutchess,
Nassau, Orange, Putnam, Rockland, Suffolk, and
Westchester – trusts and estates matters only)
PLATTSBURGH REGIONAL OFFICE
43 Durkee Street, Suite 700
Plattsburgh, NY 12901-2958
518-562-3288
Counties: Clinton, Essex, and Franklin
POUGHKEEPSIE REGIONAL OFFICE
One Civic Center Plaza Suite 401
Poughkeepsie, NY 12601-3157
845-485-3900
Counties: Dutchess, Orange, Sullivan, and Ulster
(note: Dutchess and Orange County trusts and
estates matters are handled by NYC; Sullivan
and Ulster County trusts and estates matters are
handled by Albany)
ROCHESTER REGIONAL OFFICE
144 Exchange Boulevard
Rochester, NY 14614-2176
716-546-7430
Counties: Livingston, Monroe, Ontario, Seneca,
Steuben, Wayne, and Yates
SUFFOLK REGIONAL OFFICE
300 Motor Parkway
Hauppauge, NY 11788-5127
631-231-2424
Counties: Suffolk (note: trusts and estates matters
are handled by NYC)
SYRACUSE REGIONAL OFFICE
615 Erie Blvd. West, Suite 102
Syracuse, NY 13204
315-448-4800
Counties: Cayuga, Cortland, Madison, Onondaga,
and Oswego
UTICA REGIONAL OFFICE
207 Genesee Street, Room 508
Utica, NY 13501-2812
315-864-2000
Counties: Herkimer and Oneida
WATERTOWN REGIONAL OFFICE
Dulles State Office Building 317 Washington Street
Watertown, NY 13601-3744
315-523-6080
Counties: Jefferson, Lewis, and St. Lawrence
WESTCHESTER REGIONAL OFFICE
44 South Broadway
White Plains, NY 10601
914-422-8755
Counties: Putnam, Rockland, and Westchester
(note: trusts and estates matters are handled by
NYC)
17
Appendix B – Sample Affidavit of Use:
State of New York
County of ________________ ss:
_____________, being duly sworn deposes and says:
I am the ______ (title) of ______________ (name of charitable organization) and hereby certify the
following under penalties of perjury:
The corporation’s current assets will be used for its current purposes and its future assets used for the
purposes as amended.
The corporation will comply with any restrictions on assets in effect prior to the amendment unless
such restrictions are lifted by the donor or order of a court.
There is no transfer of all or substantially all of the corporation’s assets pending or contemplated at
this time; the corporation does not intend to cease any operations, nor has it ceased any operations as
of the date of this affidavit. However, upon any such transfer or change in operations, proceeds will
only be used or distributed in accordance with the corporation’s purposes prior to this amendment.
______________________
Name
Sworn to before me
This ________ day of ___________, 20___
_______________________
Notary Public
