§ 402 — Certificate of incorporation; contents

New York § 402

• Jurisdiction: New York
• Law BSC: Business Corporation
• Art. 4: Formation of Corporations

Text

§ 402. Certificate of incorporation; contents.\n (a) A certificate, entitled "Certificate of incorporation of ......\n(name of corporation) under section 402 of the Business Corporation\nLaw", shall be signed by each incorporator, with his name and address\nincluded in such certificate and delivered to the department of state.\nIt shall set forth:\n (1) The name of the corporation.\n (2) The purpose or purposes for which it is formed, it being\nsufficient to state, either alone or with other purposes, that the\npurpose of the corporation is to engage in any lawful act or activity\nfor which corporations may be organized under this chapter, provided\nthat it also state that it is not formed to engage in any act or\nactivity requiring the consent or approval of any state official,\ndepartment, board, agency or other body without such consent or approval\nfirst being obtained. By such statement all lawful acts and activities\nshall be within the purposes of the corporation, except for express\nlimitations therein or in this chapter, if any.\n (3) The county within this state in which the office of the\ncorporation is to be located.\n (4) The aggregate number of shares which the corporation shall have\nthe authority to issue; if such shares are to consist of one class only,\nthe par value of the shares or a statement that the shares are without\npar value; or, if the shares are to be divided into classes, the number\nof shares of each class and the par value of the shares having par value\nand a statement as to which shares, if any, are without par value.\n (5) If the shares are to be divided into classes, the designation of\neach class and a statement of the relative rights, preferences and\nlimitations of the shares of each class.\n (6) If the shares of any preferred class are to be issued in series,\nthe designation of each series and a statement of the variations in the\nrelative rights, preferences and limitations as between series insofar\nas the same are to be fixed in the certificate of incorporation, a\nstatement of any authority to be vested in the board to establish and\ndesignate series and to fix the variations in the relative rights,\npreferences and limitations as between series and a statement of any\nlimit on the authority of the board of directors to change the number of\nshares of any series of preferred shares as provided in paragraph (e) of\nsection 502 (Issue of any class of preferred shares in series).\n (7) A designation of the secretary of state as agent of the\ncorporation upon whom process against it may be served and the post\noffice address within or without this state to which the secretary of\nstate shall mail a copy of any process against it served upon him or\nher. The corporation may include an email address to which the secretary\nof state shall email a notice of the fact that process against it has\nbeen electronically served upon him or her.\n (8) If the corporation is to have a registered agent, his name and\naddress within this state and a statement that the registered agent is\nto be the agent of the corporation upon whom process against it may be\nserved.\n (9) The duration of the corporation if other than perpetual.\n (b) The certificate of incorporation may set forth a provision\neliminating or limiting the personal liability of directors to the\ncorporation or its shareholders for damages for any breach of duty in\nsuch capacity, provided that no such provision shall eliminate or limit:\n (1) the liability of any director if a judgment or other final\nadjudication adverse to him establishes that his acts or omissions were\nin bad faith or involved intentional misconduct or a knowing violation\nof law or that he personally gained in fact a financial profit or other\nadvantage to which he was not legally entitled or that his acts violated\nsection 719, or\n (2) the liability of any director for any act or omission prior to the\nadoption of a provision authorized by this paragraph.\n (c) The certificate of incorporation may set forth any provision, not\ninconsistent with this chapter or any other statute of this state,\nrelating to the business of the corporation, its affairs, its rights or\npowers, or the rights or powers of its shareholders, directors or\nofficers including any provision relating to matters which under this\nchapter are required or permitted to be set forth in the by-laws. It is\nnot necessary to set forth in the certificate of incorporation any of\nthe powers enumerated in this chapter.\n