New York Articles of Incorporation: A Civil Rights Lawyer’s Guide

Overview

In New York, the foundational document to create a corporation is the Certificate of Incorporation. Filing this document with the New York Department of State (DOS), Division of Corporations, brings a corporation into existence. See the official Certificate of Incorporation resource and forms on the DOS site. DOS – Certificate of Incorporation; DOS – Forms.

Articles vs. Certificate of Incorporation

Many states use the term “Articles of Incorporation.” New York law uses “Certificate of Incorporation.” Functionally, they serve the same purpose: defining the corporation’s legal existence, structure, and scope of authority. See BCL § 402 and the DOS guidance linked above.

Key Components of a New York Certificate of Incorporation

• Corporate name: Must be distinguishable and comply with naming restrictions; certain terms require agency consent. See BCL § 301. Check availability in the DOS database: Search names. Optional name reservation: Reserve a name.
• Purpose clause: New York permits a general business purpose; mission-driven entities can include a tailored purpose consistent with civil rights advocacy.
• County location: Include the county where the office is located. See BCL § 402(a)(3).
• Service of process: The Secretary of State is the agent by default; you may designate an additional registered agent and a mailing address for forwarding. See BCL § 306 and DOS – Service of Process.
• Shares and classes: State the number of authorized shares and, if any, classes with rights and preferences (see BCL § 402). Professional corporations (PCs) and benefit corporations have additional requirements (PCs; Benefit corporations).
• Incorporator: Include the name and address of at least one incorporator (see BCL § 402).
• Optional provisions: Indemnification, limitation of director liability to the extent permitted by law, benefit corporation election, and management provisions.

Professional Considerations for Civil Rights Practices

• Law firm entities: Attorneys practicing through an entity typically use a Professional Corporation (PC) or Professional Limited Liability Company (PLLC). PCs require that shareholders, directors, and officers be licensed in the profession. See DOS – Professional Corporations, DOS – Professional LLCs, and NYSED – Office of the Professions for pre-approval/consent requirements.
• Benefit corporations: Must state benefit status in the Certificate and pursue general public benefit. See DOS – Benefit Corporations and BCL § 1702.
• Nonprofit corporations: For 501(c)(3) goals, incorporate as a New York not-for-profit corporation and include IRS-friendly purpose and dissolution clauses. Some purposes require consent/approval before filing (e.g., AG or Education Department). See DOS – Not-for-Profit Corporations and N-PCL § 404.

Pre-Filing Checks

• Name availability: Use the DOS database: Search names; consider reserving a name.
• Professional/restricted words: Terms like “law,” “legal,” “education,” “charitable,” or “foundation” can trigger additional approvals. See BCL § 301 and NYSED – Corporations.
• Entity type alignment: Choose among a business corporation, PC, benefit corporation, or not-for-profit corporation based on your model, funding, malpractice/ethics considerations, and governance goals.

Filing the Certificate of Incorporation

You can file by mail or online (where available) with the New York Department of State, paying the applicable filing fee. The DOS issues an official acknowledgment and, on request, a certified copy. Expedited handling is available for an additional fee. See DOS – Certificate of Incorporation and DOS – Forms. Note: New York’s newspaper publication requirement applies to LLCs and LLPs, not standard business corporations. See DOS – LLC Publication.

Post-Filing Steps

• Get an EIN: Apply with the IRS: IRS – EIN.
• Organize governance: Adopt bylaws; hold an organizational meeting to appoint directors/officers, issue shares, and approve policies.
• Ethics and malpractice: Ensure compliance with the New York Rules of Professional Conduct (e.g., conflicts, trust accounting, advertising). See NY Rules of Professional Conduct.
• Licensing (PC/PLLC): Maintain proper professional licensure for all owners/managers and comply with NYSED requirements (NYSED).
• Registrations and taxes: Consider New York State tax registrations and, where applicable, city requirements. See NY Tax – Register a business.
• Ongoing compliance: Maintain a mailing address for service of process forwarding; file any required biennial statements; keep corporate records current. See DOS – Biennial Statement.

Special Approvals and Consent Requirements

Some purposes or corporate names require prior consent from New York agencies—for example, the Education Department for professional entities (PC/PLLC) or the Attorney General for certain charitable purposes in not-for-profits. Plan for consents early to avoid delays. See NYSED – Corporations and N-PCL § 404 (see also the AG Charities Bureau: charitiesnys.com).

Civil Rights Mission Alignment

• Purpose and public benefit: If electing benefit corporation status, state the election in the Certificate and adopt policies to assess mission impact (DOS – Benefit Corporations).
• Board composition: Include directors with community and subject-matter expertise.
• Transparency: Adopt reporting practices that reflect accountability to clients and communities impacted by civil rights work.

FAQ

Is there a publication requirement for New York corporations?

No. The newspaper publication requirement applies to LLCs and LLPs, not standard business corporations.

Can a New York law firm be a benefit corporation?

Law practices typically use PCs or PLLCs due to professional regulation. Benefit corporation status is available for business corporations; consult ethics counsel before choosing a structure that could implicate professional rules.

Do I need a registered agent in New York?

The Secretary of State is the default agent for service of process. You may designate an additional agent and a forwarding address in the Certificate.

What consents might delay my filing?

Names or purposes involving professional services, education, or certain charitable activities may require NYSED or Attorney General consent before DOS will accept the filing.

When to Consult Counsel

Because New York imposes specific requirements for professional and not-for-profit entities—and mission-driven organizations often interact with multiple regulators and funding streams—early consultation with counsel helps you select the right entity, draft compliant and mission-aligned provisions, and navigate any consent or approval steps. Contact our team to discuss your goals.

Sources

• New York Department of State – Certificate of Incorporation (Business Corporation)
• New York Department of State – Corporations: Forms
• New York Department of State – Corporation & Business Entity Database
• New York Department of State – Service of Process
• New York Department of State – Not-for-Profit Corporations
• New York Department of State – Professional Corporations
• New York Department of State – Professional LLCs
• New York Department of State – Benefit Corporations
• New York Department of State – LLC Publication
• New York Business Corporation Law § 301 (Corporate names)
• New York Business Corporation Law § 402 (Certificate of Incorporation)
• New York Business Corporation Law § 306 (Service of process)
• New York Business Corporation Law § 1702 (Benefit corporations; general public benefit)
• New York Not-for-Profit Corporation Law § 404 (Consents)
• NYSED – Office of the Professions (Professional entity consents)
• New York Department of State – Biennial Statement
• New York Rules of Professional Conduct
• IRS – Apply for an EIN
• New York State – Register a Business (Tax & Finance)
• New York Attorney General – Charities Bureau

Disclaimer: This post is for general informational purposes only, is not legal advice, and does not create an attorney–client relationship. New York laws and procedures change, and requirements vary by situation. Consult a qualified New York attorney for advice about your specific circumstances.