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Does an alliance of non-profit corporations in New York State have to incorporate or trademark a name?

Asked almost 3 years ago - Buffalo, NY

Several western New York area non-profit animal welfare organizations came together to form an Alliance so as to work together cooperatively to solve local animal welfare problems, share resources, and work on joint projects (like grants, etc). Since each "member" organization of the alliance is incorporated in the state and also has IRS501c3 status, our thinking was that forming an additional layer of incorporation would be unnecessary. Our main issue is to have right to our name: The Animal Alliance (of our area). Advice? Does the Alliance have to incorporate? How can we ensure the right to our name? For grants and such, we simply select a "lead organization" to spearhead the grant/project.

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Attorney answers (2)

Lev Konstantyn Martyniuk

Reputation Level 11

Answered almost 3 years ago. Corporate / Incorporation Lawyer in Cincinnati, OH.

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I think you are correct.

Incorporating the Alliance doesn't make sense from a cost-effective perspective. Most alliances are general partnerships and may or may not have an EIN number for the Alliance itself. It depends on whether there will some sort of cash flow coming to the Alliance that is to be divied up.

If the Alliance will have a budget of its own (that will be ponied up by its members) then I would get the EIN as it will have to file a 1065 w/ the IRS. (Partnerships are exclusivelly for profit; otherwise they are non-profit LLCs, or incorporated or unincorporated associations).

The question really is the degree of formality that you want to create for this Alliance; and whether it will have a budget (capitalized).

So you could just file a notice of General Partnership on the County or State level (you'll need to speak to a NY lawyer to clarify) to officially notice the Alliance. Then, file a trademark or rather service mark application in the name of the Alliance BUT list each of the Alliance members as a general partners on the Application. The Alliance would be the service mark applicant; and someone's lawyer would have to take the lead in filing the Application and prosecuting it to completion, and monitoring the renewal deadlines. Of course departing the Alliance is the big issue. If a member leaves does it still own the service mark among other property?

I work with a number of nonprofits including a few who have US service marks pending. If you like, call me.

Disclaimer: I am offering this information for educational purposes only. I am not your attorney. You should speak to a lawyer in your state.

Good luck.

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Ronald Anthony Sarno

Reputation Level 20

Answered almost 3 years ago. Litigation Lawyer in New York, NY.

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I do not think you need to incorporate, but you may need to register the name. I believe NYS has a type of legal entity called "membership group." As a non profit, you would do well to check with NYS charity regulations since the state is especially concerned with the methods tax exempt organizations use to raise money. Also if you want to charge dues, you need a bank account, and the Bank may require some type of organization filing before permitting an account to be opened. Another way to do this is to designate one of the tax exempt groups as the lead organization all the time,
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LEGAL DISCLAIMER
Mr. Sarno is licensed to practice law in NJ and NY. His response here is not legal advice and does not create an attorney/ client relationship. The response is in the form of legal education and is intended to provide general information about the matter in question. Many times the questioner may leave out details which would make the reply unsuitable. Mr. Sarno strongly advises the questioner to confer with an attorney in their own state to acquire more information.

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