Forming a Nonprofit in New York vs. New Jersey: Key Legal Differences
Thinking about launching a nonprofit that serves New York or New Jersey? While the process may look similar on the surface, there are important legal differences between the two states that affect how you file, structure your board, and maintain compliance.
This guide outlines the key distinctions every founder or board member should understand before incorporating.
At Good Pine, we help organizations across the New York–New Jersey region with formation, governance, and tax-exemption filings—so they can focus on their mission with confidence.
Foundational Document and Governing Statutes
New York
Nonprofits are formed under the New York Not-for-Profit Corporation Law (N-PCL) by filing a Certificate of Incorporation with the New York Department of State. The Certificate must classify the organization as either charitable or non-charitable, and some purposes—such as education or health—require prior consent from the Attorney General or other state agencies.
New Jersey
Nonprofits are organized under the New Jersey Nonprofit Corporation Act (N.J.S.A. Title 15A) by filing a Certificate of Incorporation with the Division of Revenue and Enterprise Services. The process is typically more streamlined and does not require advance agency approval.
Directors in New York and Trustees in New Jersey
While both states require a governing body, they use different terms.
In New York, the governing body is a Board of Directors.
In New Jersey, the governing body is a Board of Trustees, which serves the same fiduciary role.
Minimum Number Required
New York
Under N.Y. Not-for-Profit Corporation Law § 702(a):
“A board of directors shall consist of three or more directors.”
Every New York nonprofit must therefore have at least three directors at the time of incorporation.
New Jersey
Under N.J.S.A. 15A:6-2(a):
“The number of trustees of a corporation shall be not less than three.”
Each New Jersey nonprofit must have at least three trustees as its governing board. The precise number is set in the bylaws and may later be changed by amendment or resolution.
Registered Agent Requirements
New York
The New York Secretary of State automatically serves as the organization’s agent for service of process. A forwarding address or additional agent may also be designated.
New Jersey
Every New Jersey nonprofit must appoint a registered agent with a physical New Jersey address (not a P.O. box). Many nonprofits use their attorney’s office or a professional registered agent service.
Organizational Meeting, Bylaws, and Policies
After incorporation, the initial board or trustees must hold an organizational meeting to:
Adopt bylaws consistent with the governing statute.
Elect officers (president, secretary, treasurer, etc.).
Approve governance policies such as conflict-of-interest and whistleblower policies.
Authorize the IRS tax-exemption filing and any state-level submissions.
New York’s N-PCL includes more detailed statutory requirements for governance procedures, while New Jersey law provides greater flexibility in drafting bylaws.
Name Restrictions and Reservation
New York
Certain words—such as “school,” “education,” “foundation,” or “institute”—require consent from state agencies. Name availability can be checked and reserved through the Department of State.
New Jersey
The name must be distinguishable from existing entities on record. Name reservation is optional but can be held for 120 days.
Charitable Solicitation Registration
New York
Organizations that solicit donations must register with the New York State Charities Bureau (Office of the Attorney General) and file annual CHAR500 reports. Audit and financial disclosure requirements depend on annual revenue.
New Jersey
Charitable organizations must register with the New Jersey Division of Consumer Affairs, Charitable Registration Section and renew annually. Reporting requirements vary by fundraising volume.
Tax-Exempt Status
Federal
Both states require nonprofits to apply for recognition of federal tax exemption under IRC § 501(c)(3) by filing IRS Form 1023 or Form 1023-EZ.
New York
Once federal exemption is granted, file Form CT-247 with the New York State Department of Taxation and Finance to obtain state tax exemption.
New Jersey
New Jersey generally honors the IRS exemption automatically but requires Form REG-1E to confirm exemption from state sales and use tax.
Operating in Both States
Many nonprofits serve communities that span New York and New Jersey. An organization may incorporate in one state and then register as a foreign nonprofit in the other. Each state maintains its own charitable registration and annual reporting requirements.
Key Takeaways
Governing body: Directors in New York; Trustees in New Jersey
Minimum board size: At least three individuals in both states
Registered agent: Optional in New York; mandatory in New Jersey
Charitable registration: Required in both states if soliciting donations
State tax filings: CT-247 in New York; REG-1E in New Jersey
Compliance culture: New York is more procedural; New Jersey is more flexible
Disclaimer
This article is provided by Good Pine P.C. for general informational purposes only and does not constitute legal advice. Reading this material does not create an attorney–client relationship. Laws and regulations may change, and the application of those laws depends on specific facts and circumstances. You should consult a qualified attorney before taking any action based on this information.
