Some educational institutions must be incorporated by the Board of Regents (e.g. historical societies, libraries, museums and charter schools). Other entities may be formed under the Not-for-Profit Corporation Law, the Business Corporation Law, the Partnership Law or the Limited Liability Company Law with the consent of the Commissioner of Education.
If a corporate, limited partnership or limited liability company name and/or purposes imply educational activities or relate to any of the professions licensed under Education Law Title VIII (see http://www.op.nysed.gov/ ), the consent of the Commissioner of Education must be attached to the document as a precondition to its filing with the Department of State (See Education Law §216, Not-for-Profit Corporation Law §404[d], Business Corporation Law §301, Partnership Law §121-102, Limited Liability Company Law §204.) The consent is issued for the sole purpose of filing a corporate or organizational document with the Department of State.
The most common corporate or organizational documents whose educational purposes require the consent of the Commissioner of Education are certificates of incorporation, certificates of amendment, certificates of assumed name, articles of organization, certificates of amendment of the articles of organization, certificates of registration, applications for authority for a foreign corporation to do business in New York and certificates of dissolution. In addition, consent is required for articles of organization for entities formed under the Limited Liability Company Law §204(i) and for certificates of limited partnership under the Partnership Law §121-102(a)(3)(A)where the name of the entity includes a term that implies educational purposes.
Submit two copies of the original executed corporate or organizational document, prior to filing with the Department of State.
Include a completed consent form. Information which you add to the consent form must be typewritten.
A fee is charged for each consent. The fee for non-profit entities is $10. The fee for all other entities is $20. Please include a check or money order payable to "NYS Education Department."
Please include a self-addressed, stamped, return envelope.
The mailing address is: NYS Education Department, Office of Counsel, State Education Building, 89 Washington Avenue, Room 148, Albany, NY 12234.
Overnight services may also be used if a prepaid return label is included.
Yes. The same rule applies to articles of organization of limited liability companies, certificates of limited partnerships and applications for authority by a foreign corporation to do business in New York.highly recommended that you include the following disclaimers in your proposed document.
- Nothing herein shall authorize the corporation to operate, maintain or manage a charter school, a nursery school, an elementary school, a secondary school, a college, university or to advertise or offer credit-bearing courses or degrees in New York State.
- Nothing herein shall authorize the corporation to operate or maintain a library, museum, archive or historical society or to own or hold collections.
- Except as authorized by Title VIII
or other applicable statute, nothing herein shall authorize the
corporation to engage in the practice of any profession in New
York, engage in the training of any profession in New York or
to use a professional title or term of any profession in New
York in violation of Title
VIII of the Education Law.
Note: If your corporate papers indicate that you will be providing counseling, but you will not be engaging in professional practice as defined in Education Law, include the following disclaimer in your corporate document:
corporation will restrict the provision of counseling services
to instruction, advice, support, encouragement or information to
individuals, families, and relational groups, provided that this
shall not include the diagnosis or treatment of mental, emotional,
nervous, or behavioral disorders.
Note: If your corporate papers indicate that you will be operating a radio or television station or producing radio or television programs, include the following disclaimer in your corporate document:
- Nothing herein shall authorize the corporation, directly or indirectly, to own, operate, or maintain a public television and/or public radio station pursuant to Section 236 of the Education Law nor to request funding as such.
Please note that the consent process is expedited when the proper disclaimers are included initially.
Yes. Please include the completed consent form which is available on our website at www.counsel.nysed.gov and a self-addressed stamped return envelope.
No. Please submit two copies of the original executed corporate or organizational document.
A fee is charged for each consent. The fee for a non-profit entity is $10. The fee for all other entities is $20.
Payment should be made by personal check or money order made payable to NYS Education Department. Credit cards are not accepted.
The mailing address is: New York State Education Department, Office of Counsel, State Education Building Room 148, 89 Washington Avenue, Albany, NY 12234.
Please allow approximately 15 business days, plus mailing time, for processing. If the consent application must be referred to another office within the Department for further review, the processing time may exceed 15 days.
Certain words such as "Institute" and "School" may be acceptable, provided that the use of such words are not misleading in the context of the corporate purposes. The use of certain terms such as "University," "College," "Museum," or terms implying that the entity is practicing a licensed profession are limited for use. See Chapter 316 of the Laws of 2005.
In addition to the requirements specified in question 3, please include a copy of the certificate of incorporation and copies of any other corporate or organizational documents filed with the Department of State to date. Also, if the original documents do not include a specific statement of corporate purposes, the proposed certificate of amendment must also provide for an amendment of the purposes to include such specific statement.
In addition to the requirements specified in question 3, please include a copy of the certificate of incorporation and copies of any other corporate or organizational documents filed with the Department of State to date. If the certificate of incorporation or any subsequent amendments do not include a specific statement of the corporate purposes, or, if those purposes do not reflect the activities suggested by the assumed name, a proposed certificate of amendment providing such specific statement, or authorizing such activities, must be submitted simultaneously with the proposed certificate of assumed name. An additional fee must be included with the proposed certificate of amendment. See Chapter 316 of the Laws of 2005.
You would need to:
- Obtain the consent of the Commissioner (see question 3).
- Private, non-degree-granting proprietary schools and business schools must be licensed or registered by the State Education Department. Information concerning the requirements and procedures for licensure/registration of proprietary schools is available from the Bureau of Proprietary Schools at www.highered.nysed.gov/bpss/.
- If the school seeking incorporation will be operated on a non-profit basis, it must incorporate as an education corporation under the provisions of Education Law §216 by petitioning the Board of Regents for a provisional charter. For further information concerning the procedure to petition the Board of Regents for a provisional charter, please see http://www.counsel.nysed.gov/pamphlet9/
- If the school seeking incorporation will be operated on a for-profit basis, under the Business Corporation Law the proposed certificate of incorporation must be submitted for the consent of the Commissioner of Education, prior to filing with the Department of State. The certificate of incorporation must include:
The corporate purposes which specifically provide for the operation of the school, indicating the children’s ages and/or grade levels (e.g. a nursery school for children ages 3-5 or an elementary school grades 1-3)
The street address of the school
The following language:
"The corporation and any school or educational program which it may conduct shall be subject to and comply with all of the statutory provisions, rules of the Regents and regulations of the Commissioner which would be applicable to a corporation created by the Regents pursuant to section 216 of the Education Law for the same purpose or purposes. Within 30 days after receipt by the corporation of an order of the Board of Regents directing such action, the holders of a majority of all the outstanding shares of the corporation entitled to vote upon an amendment of the certificate of incorporation will cause to be filed with the Secretary of State a certificate of amendment to certificate of incorporation deleting therefrom all provisions authorizing the corporation to operate such a school or schools, and changing the corporate name, if necessary, to delete therefrom any word or words which indicate that the corporation operates such a school or schools. Such an order of the Board of Regents shall be made only upon the same grounds and after the same procedures as are applicable to the revocation of a charter granted by the Regents pursuant to section 216 of the Education Law for the purpose of authorizing the corporation thereby created to operate a school or schools."
A nursery school is a place outside the home where children from three to five years of age go to be instructed. Private nursery schools may be, but are not required to be, registered by the State Education Department. Please see http://www.emsc.nysed.gov/nyc/nurse.html. Day care centers provide care for more than three hours a day per child and must be licensed by the Office of Children and Family Services under Social Services Law §390. For more information regarding day care, please see http://www.ocfs.state.ny.us/main/becs/. Many traditional nursery schools have added day care components. This type of center would be considered a day care center and nursery school. Nursery schools and day care centers that have educational purposes require the consent of the Commissioner of Education.
- If the management company seeking incorporation will be operated under the Business Corporation Law or the Not-for-Profit Corporation Law, the proposed certificate of incorporation must be submitted for the consent of the Commissioner of Education, prior to filing with the Department of State. The certificate of incorporation must include the following language:
The purposes of this corporation shall be to exclusively carry out charitable and educational purposes including to manage one or more charter schools in the State of New York pursuant to management agreements entered into with the non-profit entity holding the charter, consistent with Article 56 of the Education Law.
If the corporation wishes to add the operation of a nursery, elementary or secondary school, or wishes to amend an existing school program (e.g. add grades 4-6 to an existing 1-3 elementary school), please submit a certificate of amendment, under the Business Corporation Law in accordance with the requirements set forth under question 13 above. Please include a check in the amount of $60.00 made payable to the NYS Education Department.
If the school will be operated by either a newly proposed limited liability company, or an existing limited liability company, please submit either the proposed articles of organization or certificate of amendment of the articles of organization, under the Limited Liability Company Law. Such articles or certificate must be submitted in accordance with the requirements set forth above.
For those professions set forth in Education Law Title VIII, the State Education Department is the licensing authority. For a list of such professions, see http://www.op.nysed.gov/proflist.htm. For further information concerning the required certificate, contact the Department’s Office of the Professions, Division of Professional Licensing at (518) 474-3817 ext. 400 or at http://www.op.nysed.gov/pcorpdomestic.htm. The proposed corporation document should not be submitted to the State Education Department’s Office of Counsel for consent.
The website for the Division of Corporations is http://www.dos.state.ny.us/corp/corpwww.html or you may call 518-473-2492.