New York Not-for-Profit, Religious Corporations Law and Charitable Trusts

Serving Clients in the New York Capital District, Albany County and the Surrounding Area


We can assist in all aspects of corporate formation of not-for-profit or religious corporations, including drafting of your Certificate of Incorporation and By-laws, gaining approval of your tax exempt status from the Internal Revenue Service; and initial filings with the Department of State and Attorney General’s Office (for not-for-profits).


We can draft needed changes to your Certificate of Incorporation; and prepare applications for approval of changes to your corporate purposes, and if necessary, prepare court papers to obtain cy pres relief from restrictions placed on using existing assets for new expanded purposes.

Corporate Governance

We can advise you of state and federal law regarding corporate governance, structure and finance.

Sale of All or Substantially All of Corporate Assets

We can assist in negotiation of the sale of your corporate assets, handle closings, and prepare the necessary legal papers to obtain court, state agency and Attorney General Approval of the transaction. For religious corporates, we can represent you in closings and applications to the Court and Attorney General for approval of the sale or mortgage of corporate real estate.


We can advise your organization of the different ways to terminate your corporation, prepare the legal papers necessary to obtain permission to dissolve from the New York State Supreme Court, the Attorney General, and any applicable regulatory state agency, and approval of the filing of your Certificate of Dissolution when you have complied with your Plan of Dissolution.

Removal of Gift Restrictions

We can evaluate your existing restricted funds, advise you of your rights under recently enacted legislation with regard to access of the principal of endowment funds, and assist you in obtaining relief on obsolete or impractical gift restrictions. If necessary, we can represent you in obtaining cy pres relief from the New York State Supreme Court on the grounds of economic impracticability or impossibility.

Public Cemetery Matters

We understand the issues that public cemeteries face and can provide you with technical advice, and represent you in legal proceedings to sell or purchase land, gain access to the principal of your permanent maintenance fund, and other transactional matters under the Not-for-Profit Corporation Law.

Charitable Trusts

We can assist in the conversion of charitable trusts into Not-for-Profit Corporation, or prepare and represent you in gaining approval of intermediate and final accountings of your perpetual charitable trust. We can also assist you in setting up a charitable remainder unitrust or annuity trust, assist you on reporting issues, and provide technical advise. We can also guide and assist you if you are seeking to solicit funds from the general public for the relief of a particular individual or special cause.