New York § 402 - 402Certificate of incorporation; contents

§ 402. 402Certificate of incorporation; contents

§ 402. Certificate of incorporation; contents. (a) A certificate, entitled "Certificate of Incorporation of .................... (name of corporation), under section 402 of the Not-for-Profit 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) That the corporation is a corporation as defined in subparagraph (5) of paragraph (a) of section 102 (Definitions). (2-a) the purpose or purposes for which it is formed, it being sufficient to state that the purpose of the corporation is any purpose for which corporations may be organized under this chapter as a charitable or non-charitable corporation, and whether it is a charitable corporation or a non-charitable corporation under section 201 (Purposes). Any corporation may also set forth any activities that it intends to carry out in furtherance of such purpose or purposes; provided that this subparagraph shall not be interpreted to require that the certificate of incorporation set forth such activities or otherwise state how the corporation's purposes will be achieved. (2-b) If it is not formed to engage in any activity or for any purpose requiring consent or approval of any state official, department, board, agency or other body, a statement that no such consent or approval is required. Such statement shall be deemed conclusive for purposes of filing by the department of state. If subsequent to submitting the certificate of incorporation for filing, the corporation plans to engage in any activity requiring consent or approval pursuant to section 404 (approvals, notices and consents) of this chapter, the corporation shall obtain such consent or approval and accordingly amend its certificate of incorporation pursuant to article eight of this chapter. (3) The county within the state in which the office of the corporation is to be located. It may also set forth the post office address of an office without the state, at which, pursuant to section 621 (Books and records; right of inspection; prima facie evidence), the books and records of account of the corporation shall be kept. (4) The names and addresses of the initial directors. (5) The duration of the corporation if other than perpetual. (6) 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. (7) 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. (8) The statements, if any, with respect to special not-for-profit corporations required under article 14 (Special not-for-profit corporations). (b) If the certificate is for the incorporation of an existing unincorporated association or group it shall have annexed thereto an affidavit of the subscribers of such certificate stating that they constitute a majority of the members of a committee duly authorized to incorporate such association or group. (c) The certificate of incorporation may set forth any provision, not inconsistent with this chapter or any other statute of the state, which provision is (1) for the regulation of the internal affairs of the corporation, including types or classes of membership and the distribution of assets on dissolution or final liquidation, or (2) required by any governmental body or officer or other person or body as a condition for giving the consent or approval required for the filing of such certificate of incorporation.