Certificate of Incorporation for New York - Free Legal Template
The Certificate of Incorporation establishes the existence of a corporation and is formally filed with the New York Department of State. The certificate sets forth: 1) Basic elements of the corporation, such as the corporation’s name and address. 2) A default authorized stock structure of 200 shares with no par value (for a different structure, insert the desired number of shares and a statement of their par value, or a statement that they are without par value). 3) Certain indemnification provisions. *Note: New York law requires that incorporators (i.e., the people filing the paperwork) be at least eighteen years old.
CERTIFICATE OF INCORPORATION OF [Company Name]
Under Section 402 of the Business Corporation Law
FIRST: The name of the corporation is [Company Name] (the “Corporation”).
SECOND: The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the Business Corporation Law. The Corporation is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained.
THIRD: The county, within this state, in which the office of the Corporation is to be located is: [County Name].
FOURTH: The Corporation shall have authority to issue one class of shares consisting of 200 common shares without par value.
FIFTH: The Secretary of State is designated as the agent of the Corporation upon whom process against the Corporation may be served. The address to which the Secretary of State shall mail a copy of any process accepted on behalf of the Corporation is: [Corporation’s Mailing Address].
(A) The liability of the directors of the Corporation for monetary damages for breach of fiduciary duty as a director shall be eliminated to the fullest extent permissible under New York law.
(B) The Corporation shall indemnify to the fullest extent permissible under New York law any person made or threatened to be made a party to an action or proceeding, whether criminal, civil, administrative or investigative, by reason of the fact that he, his testator or intestate was a director or officer of the Corporation or any predecessor of the Corporation, or serves or served at any other enterprise as a director or officer at the request of the Corporation or any predecessor to the Corporation.
(C) Neither any amendment nor repeal of this Sixth section, nor the adoption of any provision of the Corporation’s Certificate of Incorporation inconsistent with this section, shall eliminate or reduce the effect of this provision in respect of any matter occurring, or any action or proceeding accruing or arising or that, but for this section, would accrue or arise, prior to such amendment, repeal or adoption of an inconsistent provision.
INCORPORATOR INFORMATION REQUIRED
[Printed Incorporator Name]
[City, State, Zip Code]
This form has been prepared for general informational purposes only. It does not constitute legal advice, advertising, a solicitation, or tax advice. Transmission of this form and the information contained herein is not intended to create, and receipt thereof does not constitute formation of, an attorney-client relationship. You should not rely upon this document or information for any purpose without seeking legal advice from an appropriately licensed attorney, including without limitation to review and provide advice on the terms of this form, the appropriate approvals required in connection with the transactions contemplated by this form, and any securities law and other legal issues contemplated by this form or the transactions contemplated by this form.
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