N.Y. Business Corporation Law § 402: Certificate of incorporation; contents

§ 402. Certificate of incorporation; contents.

(a) A certificate, entitled "Certificate of incorporation of ......

(name of corporation) under section 402 of the Business Corporation

Law", shall be signed by each incorporator, with his name and address

included in such certificate and delivered to the department of state.

It shall set forth:

(1) The name of the corporation.

(2) The purpose or purposes for which it is formed, it being

sufficient to state, either alone or with other purposes, that the

purpose of the corporation is to engage in any lawful act or activity

for which corporations may be organized under this chapter, provided

that it also state that it 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. By such statement all lawful acts and activities

shall be within the purposes of the corporation, except for express

limitations therein or in this chapter, if any.

(3) The county within this state in which the office of the

corporation is to be located.

(4) The aggregate number of shares which the corporation shall have

the authority to issue; if such shares are to consist of one class only,

the par value of the shares or a statement that the shares are without

par value; or, if the shares are to be divided into classes, the number

of shares of each class and the par value of the shares having par value

and a statement as to which shares, if any, are without par value.

(5) If the shares are to be divided into classes, the designation of

each class and a statement of the relative rights, preferences and

limitations of the shares of each class.

(6) If the shares of any preferred class are to be issued in series,

the designation of each series and a statement of the variations in the

relative rights, preferences and limitations as between series insofar

as the same are to be fixed in the certificate of incorporation, a

statement of any authority to be vested in the board to establish and

designate series and to fix the variations in the relative rights,

preferences and limitations as between series and a statement of any

limit on the authority of the board of directors to change the number of

shares of any series of preferred shares as provided in paragraph (e) of

section 502 (Issue of any class of preferred shares in series).

(7) A designation of the secretary of state as agent of the

corporation upon whom process against it may be served and the post

office address within or without this state to which the secretary of

state shall mail a copy of any process against it served upon him or

her. The corporation may include an email address to which the secretary

of state shall email a notice of the fact that process against it has

been electronically served upon him or her.

(8) If the corporation is to have a registered agent, his name and

address within this state and a statement that the registered agent is

to be the agent of the corporation upon whom process against it may be

served.

(9) The duration of the corporation if other than perpetual.

(b) The certificate of incorporation may set forth a provision

eliminating or limiting the personal liability of directors to the

corporation or its shareholders for damages for any breach of duty in

such capacity, provided that no such provision shall eliminate or limit:

(1) the liability of any director if a judgment or other final

adjudication adverse to him establishes that his acts or omissions were

in bad faith or involved intentional misconduct or a knowing violation

of law or that he personally gained in fact a financial profit or other

advantage to which he was not legally entitled or that his acts violated

section 719, or

(2) the liability of any director for any act or omission prior to the

adoption of a provision authorized by this paragraph.

(c) The certificate of incorporation may set forth any provision, not

inconsistent with this chapter or any other statute of this state,

relating to the business of the corporation, its affairs, its rights or

powers, or the rights or powers of its shareholders, directors or

officers including any provision relating to matters which under this

chapter are required or permitted to be set forth in the by-laws. It is

not necessary to set forth in the certificate of incorporation any of

the powers enumerated in this chapter.