6
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