This is a model certificate of incorporation for a non-profit corporation.
CERTIFICATE OF INCORPORATION
COMPANY NAME, INC.
Under Section 402 of the Not-For-Profit Corporation Law
The undersigned, a natural person of the age of eighteen (18) or over, desiring to form a corporation pursuant to the provisions of the Not-for-Profit Corporation Law, does hereby certify:
- The name of the corporation is Company Name, Inc. (the “Corporation”).
- The Corporation is a corporation as defined in subparagraph (a)(5) of Section 102 of the New York Not-for-Profit Corporation Law (the “NPCL”).
- The Corporation is formed for the charitable purposes of:
(a) Charitable Purpose.
In furtherance of these [charitable] purposes, the Corporation will engage in conducting the following events: List Events.
In addition, the Corporation shall have all the general powers enumerated in Section 202 of the NPCL and such other powers as are now or hereafter permitted by law for a corporation organized for the foregoing purposes, including, without limitation, the power to solicit grants and contributions for any corporate purpose and the power to maintain a fund or funds of real and/or personal property in furtherance of such purposes.
- The Corporation shall be a type B corporation pursuant to Section 201 of the NPCL.
- The office of the Corporation is to be located in the County of New York, State of New York.
- The Corporation shall have a Board of Directors, which shall, prior to the adoption of the Corporation’s By-Laws, be comprised of those persons named below (the “Initial Directors”). The names and addresses of the Initial Directors, each of whom is of full age, are as follows:
List three initial directors
- The Secretary of State of the State of New York is hereby designated as agent of the Corporation upon whom process against the Corporation may be served. The address to which the Secretary shall mail a copy of any process against the Corporation served upon him isCorporation Address.
- No Director of the Corporation shall be personally liable to the Corporation for damages for any breach of duty in such capacity, provided that this provision shall not eliminate:
(a) the liability of any Director if a judgment or other final adjudication adverse to him or her establishes that his or her acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law or that he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled, or
(b) the liability of any Director for a violation of Section 719 of the Not-For-Profit Corporation Law.
- Notwithstanding any other provision of these articles, the Corporation is organized exclusively for [charitable] purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as it may be amended (the “Code”) and intends at all times to qualify and remain qualified as exempt from federal income tax under Section 501(c)(3) of the Code and, in connection therewith:
(a) the Corporation shall not, directly or indirectly, engage in or include among its purposes any of the activities mentioned in subparagraphs (a) - (w) of Section 404 of the NPCL;
(b) the Corporation is not formed for and shall not be conducted nor operated for pecuniary profit or financial gain, and no part of its assets, net earnings or profit shall be distributed to or inure to the benefit of any member, director, officer or any other person, provided that nothing herein shall prevent the Corporation from paying reasonable compensation to any person for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 3 hereof;
(c) no substantial part of the activities of the Corporation shall be devoted to the carrying on of propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office, except to the extent permitted by the Code whether pursuant to an election under Section 501(h) or otherwise; and
(d) notwithstanding any other provision of these articles, the Corporation shall not engage in or carry on any activities not permitted to be carried on (i) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code (or the corresponding provision of any future U.S. Internal Revenue Law) or (ii) by a corporation contributions to which are deductible under section 170(c)(2) of the Code (or the corresponding provision of any future U.S. Internal Revenue Law).
- In the event of dissolution, all the remaining assets and property of the Corporation shall, after payment of all necessary expenses thereof, be distributed to organizations that qualify under Section 501(c)(3) of the Code, or corresponding provisions of any subsequent Federal tax laws, or to the Federal government or State or local governments for a public purpose, subject to the approval of a Justice of the Supreme Court of the State of New York.
- In any taxable year in which the Corporation is a private foundation as described in Section 509(a) of the Code, the Corporation shall distribute such amounts for said period at such time and in such manner as not to subject it to tax under Section 4942 of the Code; and the Corporation shall not (a) engage in any act of self-dealing which is subject to tax under Section 4941 of the Code; (b) retain any excess business holdings which are subject to tax under Section 4943 of the Code; (c) make any investments in such manner as to subject the Corporation to tax under Section 4944 of the Code; or (d) make any taxable expenditures which are subject to tax under Section 4945 of the Code or corresponding provisions of any subsequent Federal tax laws.
IN WITNESS WHEREOF, this certificate has been signed and the statements made herein
affirmed as true under the penalties of perjury this Day day of Month, Year.
CERTIFICATE OF INCORPORATION
COMPANY NAME, INC.
Under Section 402 of the Not-for-Profit Corporation Law of the State of New York
Filed by: Name, Address