How to Form a New York Nonprofit Corporation

Most nonprofits are 501(c)(3) corporations, meaning they're formed for religious, charitable, scientific, literary, or educational purposes and are eligible for federal and state tax exemptions. To create a 501(c)(3) tax-exempt organization, first you need to form a New York corporation. Then you must apply for tax-exempt status from the IRS and the State of New York.

While the requirements for forming nonprofits vary, you can generally follow the steps below to create your New York nonprofit.

1. Choose a Name for Your New York Nonprofit Corporation

You'll need to pick a business name for your New York nonprofit. Be sure to follow New York's rules for nonprofit names.

Your Nonprofit Name Must Be Distinguishable

The name of your nonprofit corporation can't be the same as, or deceptively similar to, the name of any other existing corporation or other business on file with the New York Department of State (DOS). To see whether your proposed name is available, you can search the DOS's corporation and business entity database. (N.Y. Not-For-Profit Corp. Law § 301 (2025).)

Your Nonprofit Name Must Include Inc., Corp., Ltd.

Your nonprofit's name must include an entity designator. In other words, it must include a word or an abbreviation of a word that lets everyone know what type of business structure it is.

In New York, your nonprofit corporation name must contain "incorporated," "corporation," "limited," or an abbreviation of one of those terms. However, nonprofits created for religious or charitable purposes and a few other kinds of nonprofits are exempt from this entity designation requirement. (N.Y. Not-For-Profit Corp. Law § 301 (2025).)

Reserve Your Nonprofit's Name

If you have a name in mind for your nonprofit but aren't yet ready to file your formation paperwork, you can reserve a business name for 60 days. You can renew the reservation twice for a total of 180 days. You're not required to reserve a name. This step is optional.

File an Application for Reservation of Name with the DOS to reserve your nonprofit corporation's name. As of 2025, the fee to reserve a nonprofit name is $10. (N.Y. Not-For-Profit Corp. Law § 303 (2025).)

Register Your Nonprofit's Assumed Name (DBA)

You can use a name for your nonprofit other than its legal name registered on its certificate of incorporation (called "articles of incorporation" in other states). This alternate name is usually called an "assumed name" but is sometimes called a "DBA" (short for doing business as), "trade name," or "fictitious name."

If you want to use an assumed name for your nonprofit, your nonprofit must file a Certificate of Assumed Name with the DOS. On the certificate, you'll need to indicate every county where you intend to do business. As of 2025, the filing fee for a Certificate of Assumed Name is $25. (N.Y. Gen. Bus. Law § 130 (2025).)

2. Appoint the Initial Directors for Your Corporation

In New York, you must have a board of directors for your nonprofit unless your certificate of incorporation explicitly says otherwise. Every board must have at least three directors. You should aim to have an odd number of directors to avoid any voting ties. (N.Y. Not-For-Profit Corp. Law §§ 701 and 702 (2025).)

Your nonprofit bylaws can outline specifics for directors, such as:

• the number of directors (it can be a set number or a range)
• the rights, duties, and powers of directors
• the term of directors
• the qualifications for directors
• the election, designation, and appointment of directors, and
• the meetings of the board of directors.

In New York, directors must be at least 18 years old. However, in a few specific cases, directors need only be at least 16 years old.

Make sure your nonprofit's formation documents follow New York's Not-For-Profit Corporation Law.

3. File a New York Not-for-Profit Certificate of Incorporation

You create your nonprofit corporation by filing a Certificate of Incorporation with the DOS. Your certificate of incorporation must include the following information:

• the name of your nonprofit corporation
• a statement that your corporation is a nonprofit (don't include the IRS-approved language here)
• the purpose of the nonprofit
• a statement as to whether the nonprofit's activities require consent from a state authority (and if consent is required, you must attach evidence of the consent or approval)
• the New York county where the nonprofit's office will be located
• the names and addresses of the initial directors
• the duration of the nonprofit corporation (if not perpetual)
• a designation of the New York Secretary of State as the nonprofit's registered agent
• an address where the Secretary of State can forward service of process to the nonprofit
• if the nonprofit wants to designate a separate registered agent, that agent's name and address, and
• any specific statements required for special nonprofits.

(N.Y. Not-For-Profit Corp. Law § 402 (2025).)

Include IRS-Specific Nonprofit Language in Your Certificate of Incorporation

In addition to the above requirements, you'll need to have specific language in your articles to receive 501(c)(3) tax-exempt status from the IRS, including:

• a statement of purpose that meets IRS requirements
• statements that your nonprofit will not engage in activities unrelated to its exempt purposes or in prohibited political or legislative activity, and
• a dissolution clause dedicating the corporation's assets to another 501(c)(3) organization or to the government upon your nonprofit's dissolution.

Include this tax-exempt language in the space provided under section (also called "paragraph") nine of the certificate.

For guidance on 501(c)(3) language, check out the IRS's publication on the suggested language for corporations to use in their articles of incorporation. You can also find sample language to use approved by the IRS in the Instructions for IRS Form 1023-EZ, (see Part II).

How to File Your Certificate of Incorporation With the DOS

You can mail your completed certificate of incorporation to the DOS. You must include a cover sheet with your contact information.

As of 2025, the filing fee for a nonprofit certificate of incorporation is $75.

4. Prepare Bylaws for Your New York Nonprofit Corporation

After you file your incorporation documents, it's time to draft your nonprofit's bylaws. Your nonprofit's initial directors—or, incorporators if directors aren't named in the certificate of incorporation—must adopt the nonprofit's bylaws at the first organizational meeting (discussed more in the next section). (N.Y. Not-For-Profit Corp. Law § 405 (2025).)

Your bylaws contain the rules and procedures your corporation will follow for:

• holding meetings
• electing officers and directors
• adopting, amending, and repealing the bylaws, and
• taking care of other corporate formalities.

8. Get Your Federal and New York State Tax Exemptions

After you've formed your nonprofit corporation, you can obtain your federal and New York state tax exemptions. Make sure you're familiar with the laws governing your New York nonprofit. Here are the steps you must take to obtain your tax-exempt status.

Some nonprofits decide to reach out to a business or tax attorney at this stage. While you can form a nonprofit on your own, you might also find it useful to consult with a legal or tax professional. A business lawyer can help you complete the necessary steps to form and manage your nonprofit.

File Your Form 1023 Federal Tax Exemption Application

To get your federal tax-exempt status from the IRS, you must complete and file IRS IRS Form 1023, Application for Recognition of Exemption Under Section 501(c)(3) of the Internal Revenue Code. This long and detailed form asks for a lot of information about your organization, including its history, finances, organizational structure, governance policies, operations, activities, and more.

Smaller nonprofits might be eligible to file Form 1023-EZ, Streamlined Application for Recognition of Exemption under Section 501(c)(3) of the Internal Revenue Code. This application is a much simpler, shorter form that's filed online. Only smaller nonprofits with projected annual gross receipts of less than $50,000 and total assets of less than $250,000 are eligible to use the streamlined 1023-EZ application.

Visit the IRS website for more information on the Form 1023 and Form 1023-EZ filing requirements.

New York State Tax Exemptions

After your nonprofit receives its 501(c)(3) determination letter from the IRS, your organization is eligible for an exemption from New York state income taxes. To obtain an exemption from New York corporation franchise taxes, your nonprofit must file Form CT-247 with the New York Department of Taxation and Finance (DTF).

To obtain an exemption from state and local sales taxes, your nonprofit must file Form ST-119.2 with the DTF. You must attach a copy of your determination letter with your application.

For information and filing requirements for exemptions from income, property, sales, and other state taxes, see the DTF website. You should also contact your city or county assessor for local property exemptions.

Other State Reporting and Registration Requirements

If your nonprofit holds property for charitable purposes, engages in charitable activities, or solicits contributions in New York, you generally must register your nonprofit for fundraising with the Attorney General's Charities Bureau. However, some nonprofits are exempt from this registration requirement, including nonprofits formed for religious purposes. For more specific guidance, read about nonprofit fundraising registration rules in New York.

You can register your nonprofit online with the Charities Bureau. After registering your nonprofit, you must file an annual financial report (Form CHAR500) with the Attorney's General Office. However, you might be able to claim an exemption for your nonprofit if it meets specific fundraising requirements. You can find checklists, guides, and answers to frequently asked questions on the Charities Bureau website.

If you plan to operate in other states, you'll need to look into the fundraising registration and reporting obligations in those states. For more information about fundraising registration requirements, check out the Nonprofit Fundraising Registration Digital Guide, by Ronald J. Barrett and Stephen Fishman (Nolo).

Remember that every nonprofit is different. While these steps will generally help you create your nonprofit, there's still a lot to know about starting and running a nonprofit. If you'd like help with the more common questions and issues facing nonprofits, read through our sections on starting a nonprofit corporation and managing a nonprofit.