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Regents Charters and Regents Certificates of Incorporation

The Regents of the University of the State of New York, as the body with overall responsibility for education in New York State, is empowered by Education Law §216 to create corporations to operate educational institutions of all kinds, including colleges, universities, schools, libraries, museums, historical societies, and public television and radio corporations.  Pursuant to §3.20 of the Rules of the Board of Regents, the document which reflects the corporate status of a college, university, professional training institution, school, library, museum, historical society with collections or public television and/or radio corporation is referred to as a “charter,” while the document which evidences the corporate status of all other education corporations created by the Regents is called a “certificate of incorporation.”

A Regents charter and a Regents certificate of incorporation have precisely the same legal effect insofar as corporate existence and statutory corporate powers are concerned.  The distinction between them is that charters are issued only where the nature of the corporate purposes is such that adherence to specified standards is required, while certificates of incorporation are issued where no specified standards apply, but where the corporate purposes are “of educational or cultural value deemed worthy of recognition and encouragement by the university.”

This basis for the distinction between the two types of document is reflected in the nature of the representations as to corporate status which the corporation may make. Pursuant to §3.25 of the Rules of the Regents, a corporation which possesses an absolute charter may make the statement “Chartered by the Regents of the University of the State of New York;” a corporation with a provisional charter may indicate that it is “Provisionally chartered by the Regents of the University of the State of New York;” and a corporation to which a certificate of incorporation has been issued may make the statement “Incorporated under the New York State Education Law.” These restrictions or representations as to corporate status are intended to enable the public to distinguish between education corporations which must adhere to specific standards and those which are not required to do so.

The procedures and sample forms for the creation of education corporations by the Regents are available on this web site at Instructions and Sample Forms. Procedures and sample forms for the incorporation of libaries are available at http://www.nysl.nysed.gov/libdev/charter/index. In addition, the Office of Counsel has prepared a series of Questions and Answers concerning Education Corporations.