The Certificate of Incorporation all-purpose clause (Next Paragraph) is sufficient for filing in most cases and nothing more needs to be added in New York State.
“This Corporation is formed to engage in any lawful act or activity for which a corporation may be organized under the Business Corporation Law, provided That it is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.”
Certain corporate purposes, however, such as the establishment or maintenance of a hospital or facility providing health related services, and the establishment or operation of a substance abuse, substance dependence, alcohol abuse, alcoholism, chemical abuse or dependence program require the consent or approval of another state agency. In addition, a corporate purpose that promotes education in any way requires prior consent. A document indicating the consent or approval of the relevant state agency must be attached to the Certificate of Incorporation when the certificate is submitted to the Department of State for filing. Before issuing its consent or approval, the regulatory agency may require that specific purposes be stated in the Certificate of Incorporation.
The following is a partial list of agencies that must consent to, or approve, the filing of certain Certificates of Incorporation prior to filing with the Department of State. If you have any questions concerning any consent or approval that may be required, please contact the agency at the address or telephone number listed:
|Purpose Requiring Consent or Approval Applicable Section of Law||Agency Consent or Approval Required From|
|The establishment or operation of institutions for the care of destitute, delinquent, abandoned, neglected or dependent children. See Business Corporation Law Section 405-a.||Office of Children and Family Services
52 Washington Street
Rensselaer, NY 12144
|The promotion of science, literature, art, history or other department of knowledge, or of education in any way, associations of teachers, students, graduates of educational institutions, and other associations whose approved purposes are, in whole or in part, of educational or cultural value deemed worthy of recognition and encouragement by the university. See Education Law Section 216.||Department of Education
Office of Counsel
State Education Building, Room 148
Albany, NY 12234Note: The Department of Education requires a $20 fee to obtain consent.
|Establishment or maintenance of a hospital or facility providing health related services. See Business Corporation Law Section 201(e).||Public Health and Health Planning Council
Department of Health
Division of Legal Affairs
Corning Tower, Room 2482
Empire State Plaza
Albany, NY 12237
|Establishment or operation of a substance abuse, substance dependence, alcohol abuse, alcoholism, chemical abuse or dependence program. See Business Corporation Law Section 406.||Office of Alcoholism and Substance Abuse Services
Bureau of Certification
1450 Western Avenue
Albany, NY 12203-3526