This section provides an overview of the process for incorporating your PA/PTA as a charitable corporation. As noted in Legal Issues/Liability, incorporating provides useful liability protections for PA/PTA activities and for your PA/PTA’s leadership.
Step 1: Choose a name for your PA/PTA
Proper names cannot be used without proper prior written consent. If you would like to use the name of your school in the name of your PA/PTA, you will need to get written permission first.
The name of your corporation must contain one of the following words or abbreviations: Incorporated, Corporation, Limited, Inc., Corp., or Ltd. (See NPCL § 301(a)(1)). Most parent organizations include “Inc.” after their names, for example: “The M.S. 222 Parent Association, Inc.”
Your corporation’s name must be unique. If a PA/PTA in another borough has the same school number as yours (i.e., P.S. 32) and is incorporated, you must ensure that your corporation’s name is different. The Department of State’s Certificate of Incorporation instructions provide guidance on name availability.
Step 2: Draft the Certificate of Incorporation
Your PA/PTA’s Certificate of Incorporation is a simple formation document that includes basic information about your PA/PTA, such as its name, purpose, initial directors, registered agent for service of process, etc. It also includes provisions required under New York law, as well as language necessary to allow your PA/PTA to qualify for tax exemption under Section 501(c)(3) of the Code. To make this step easy, the New York Department of State has a Certificate of Incorporation form with instructions on its website.
Your PA/PTA will be a “charitable” corporation.*
Here is a sample purpose(s) clause for a PA/PTA’s Certificate of Incorporation: “The [PTA] is organized and shall be operated exclusively for charitable, educational, scientific, and literary purposes within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”); to strengthen and support [SCHOOL NAME]; to promote the welfare and education of children at [SCHOOL NAME] in the home, school, and community by fostering parental involvement in the school; and to conduct any other lawful activity or pursue any other purposes consistent with the foregoing.”
Step 3: File the Certificate of Incorporation
Include the filing fee:
The filing fee is $75. (If you prefer a certified copy, add $10.) All fees can be paid by cash, check, money order, MasterCard, Visa, or American Express. Checks and money orders should be made payable to the Department of State.
Department of State, Division of Corporations State Records and Uniform Commercial Code One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231
Your PA/PTA will be formed as soon as the Certificate of Incorporation is accepted by the Department of State for filing. You should consult the New York Department of State website for any updates to the above filing fee requirements.
Step 4: Send a certified copy of the Certificate of Incorporation to the Commissioner of Education within 30 business days after your PA/PTA is incorporated.
Mail to: New York State Education Department Office of Counsel State Education Building, Room 148, 89 Washington Avenue, Albany NY 12234
Step 5: Create bylaws
A PA/PTA’s bylaws must comply with New York state law. If your PA/PTA followed the DOE’s Bylaws Template, your bylaws should be adequate. Bylaws are not required to be filed with the state of New York, but they must be retained at the corporation’s principal place of business. (See the Bylaws page for more information.)
Step 6: Create a Conflicts of Interest policy
Each PA/PTA that is incorporated as a New York not-for-profit corporation must adopt a conflicts of interest policy, pursuant to the Not-for-Profit Corporation Law (NPCL) For general information on CR A-660's and the NPCL’s conflicts of interest provisions, see the Conflicts of Interest page. For further information on the policy requirement, PA/PTAs should seek legal counsel. (New York Lawyers for the Public Interest’s Pro Bono Clearinghouse pairs PA/PTAs with pro bono (free) lawyers.)
Step 7: Hold an organizational meeting
You should hold an organizational meeting with the PA/PTA board and membership as soon as possible following incorporation and in accordance with the applicable procedures described in the PA/PTA’s bylaws. The purpose of the organizational meeting for newly incorporated organizations is to, among other things, adopt bylaws, elect officers (and additional directors, if desired), authorize obtaining an EIN and filing an application for tax exemption, and to discuss the responsibilities of the new entity. This meeting is required even if your PA/PTA is simply incorporating an existing unincorporated PA/PTA.
Step 8: Obtain an Employee Identification Number (“EIN”)
Once incorporated, your PA/PTA should obtain an EIN. An EIN serves as your organization’s tax identification number and is necessary to open a bank account and apply for tax exemption. The process for obtaining an EIN is described in How to Apply for 501(c)(3) Status.