Certificate of Incorporation - New York
CERTIFICATE OF INCORPORATION OF [CORPORATION NAME]
Under Section 402 of the New York Business Corporation Law
1. Filing and Scope Gate
| Required check | Verified information |
|---|---|
| Entity is an ordinary domestic business corporation | [________________________________] |
| Proposed name and corporate indicator | [________________________________] |
| Name availability or reservation record, if obtained | [________________________________] |
| Restricted word or regulated-purpose approval | [________________________________] |
| County in New York where the office will be located | [________________________________] |
| Authorized-share structure | [________________________________] |
| Secretary of State process-mailing address | [________________________________] |
| Optional process-notice email | [________________________________] |
| Incorporator is a natural person | [________________________________] |
| Current Department of State form and filing method | [________________________________] |
- ☐ The name includes an authorized corporate word or abbreviation.
- ☐ Any restricted word, regulated purpose, or required agency consent has been cleared.
- ☐ The county field identifies a New York county, not merely a street address.
- ☐ Share terms have been reviewed for tax, financing, governance, and investor consequences.
- ☐ Optional charter terms, if any, were drafted and approved by New York counsel.
2. Base Certificate Text
FIRST: Name
The name of the corporation is:
[CORPORATION NAME], [INC. / CORP. / LTD.]
SECOND: Purpose
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: County
The county, within the State of New York, in which the office of the corporation is to be located is:
[NEW YORK COUNTY]
FOURTH: Authorized Shares
Select one structure and delete the other before filing.
☐ Single class, no par value. The corporation shall have authority to issue one class consisting of [________] common shares without par value.
☐ Custom capitalization. The corporation shall have authority to issue the shares described in the counsel-approved Share Schedule attached as Exhibit A and incorporated into this paragraph.
FIFTH: Service of Process
The Secretary of State is designated as agent of the corporation upon whom process against the corporation may be served.
The post office address to which the Secretary of State shall mail a copy of process served by personal delivery is:
| Address item | Information |
|---|---|
| Recipient name | [________________________________] |
| Street or post-office address | [________________________________] |
| City, state, and ZIP code | [________________________________] |
| Country, if outside the United States | [________________________________] |
Optional email address for notice that process has been served electronically upon the Secretary of State:
[________________________________]
SIXTH: Optional Registered Agent
☐ No registered-agent provision is included.
☐ Counsel has confirmed and inserted the registered-agent name, New York address, and required agency statement below:
[____________________________________________________________]
3. Incorporator Execution
The undersigned incorporator signs this Certificate of Incorporation.
| Incorporator item | Information |
|---|---|
| Printed or typed name | [________________________________] |
| Street address | [________________________________] |
| City, state, and ZIP code | [________________________________] |
| Signature | [________________________________] |
| Date | [__/__/____] |
4. Filer / Backer Information
The filer must be a person or existing entity other than the corporation being formed.
| Filer item | Information |
|---|---|
| Filer name | [________________________________] |
| Company, if applicable | [________________________________] |
| Mailing address | [________________________________] |
| City, state, and ZIP code | [________________________________] |
| Email for filing acknowledgement | [________________________________] |
| Telephone | [________________________________] |
Exhibit A — Custom Share Schedule, If Selected
Counsel must replace this worksheet with final certificate language. Do not file the worksheet itself.
| Class or series | Authorized shares | Par or no-par status | Rights, preferences, and limitations | Board authority over series |
|---|---|---|---|---|
| [________________] | [________] | [________________] | [________________] | [________________] |
| [________________] | [________] | [________________] | [________________] | [________________] |
| [________________] | [________] | [________________] | [________________] | [________________] |
| Capitalization check | Verified result |
|---|---|
| Aggregate authorized shares | [________________________________] |
| Every class designated | [________________________________] |
| Par value or no-par status stated for every class | [________________________________] |
| Relative rights, preferences, and limitations stated | [________________________________] |
| Preferred-series authority and limits stated, if used | [________________________________] |
| Existing financing, tax, securities, and investor documents reconciled | [________________________________] |
5. Optional Charter-Provision Gate
The Department of State base form contains no optional provisions. This template supplies no automatic director-liability, indemnification, anti-takeover, exclusive-forum, jury-waiver, preemptive-right, transfer-restriction, classified-board, or bondless-relief clause.
For any requested optional term, counsel must identify current authority, decide whether the certificate is the proper document, and supply final language consistent with the Business Corporation Law and other applicable law.
| Requested optional term | Current authority | Certificate / bylaws / agreement | Final instruction |
|---|---|---|---|
| Director-liability limitation | [________________] | [________________] | [________________] |
| Indemnification or advancement | [________________] | [________________] | [________________] |
| Preemptive or subscription rights | [________________] | [________________] | [________________] |
| Transfer restriction | [________________] | [________________] | [________________] |
| Voting, quorum, or director structure | [________________] | [________________] | [________________] |
| Business-combination provision | [________________] | [________________] | [________________] |
| Forum or dispute provision | [________________] | [________________] | [________________] |
| Other | [________________] | [________________] | [________________] |
6. Filing Checklist
- ☐ Current DOS-1239-f and filing page rechecked on the filing date.
- ☐ Name appears identically in the title, Paragraph FIRST, and backer.
- ☐ Purpose and every required consent or approval are complete.
- ☐ New York county is stated.
- ☐ Share number, class, par status, and any class or series terms are complete.
- ☐ Secretary of State process address is deliverable and current.
- ☐ Optional process-notice email, if used, is monitored.
- ☐ Incorporator is a natural person and has signed.
- ☐ Filer is not the corporation being formed.
- ☐ Filing cover sheet and payment authorization, if used, are complete.
- ☐ The current $125 base filing fee and any requested service fee are confirmed.
- ☐ A copy of the submitted certificate and filing acknowledgement will be retained.
- ☐ Bylaws, organizational action, ownership records, tax filings, licenses, and beneficial-ownership or other compliance work are handled separately.
7. Delivery Record
| Item | Information |
|---|---|
| Filing method | ☐ Online ☐ Mail / delivery ☐ Other: [____________] |
| Submission date | [__/__/____] |
| Department of State receipt or reference | [________________________________] |
| Filing date shown on acknowledgement | [__/__/____] |
| Entity identifier | [________________________________] |
| Filed copy location | [________________________________] |
| Follow-up owner | [________________________________] |
Sources and References
About this template
- Last updated
- August 16, 2026
- Citations checked
- August 16, 2026
- Jurisdiction
- New York
- Category
- Corporate & Business
Legal authority
- N.Y. Bus. Corp. Law § 301 (corporate name)
- N.Y. Bus. Corp. Law § 402 (certificate contents and optional provisions)
- New York Department of State Form DOS-1239-f (Certificate of Incorporation)
Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.
Not legal advice
This template is provided for informational purposes. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Checked against the law it cites
A reviewer verified this template's legal citations against the official source on August 16, 2026.
N.Y. Bus. Corp. Law § 301(a)(1) (checked August 16, 2026): "Shall contain the word "corporation", "incorporated" or "limited", or an abbreviation of one of such words."
N.Y. Bus. Corp. Law § 402(a)(2) (checked August 16, 2026): "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."
N.Y. Bus. Corp. Law § 402(a)(3)-(4) (checked August 16, 2026): "The county within this state in which the office of the corporation is to be located. 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."
New York Department of State Form DOS-1239-f (Rev. 12/22) (checked August 16, 2026): "The incorporator must be a natural person, not a corporation or other business entity. The filer may not be the corporation being formed."
Draft your Certificate of Incorporation - New York in the editor
Answer a few questions, let the AI editor draft each section from your answers, review it, and download Word and PDF. $99 one time, or $249 per month for every document and every Ezel app.