Certificate of Incorporation (New York Business Corporation)

[COMPANY NAME]

Drafted in compliance with N.Y. Business Corporation Law (the “BCL”)

[// GUIDANCE: This template is designed for a standard, for-profit New York business corporation formed under BCL § 402. Customize bracketed terms, delete any inapplicable optional provisions, and confirm current filing fees with the N.Y. Department of State before submission.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties of Incorporator
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block
Exhibit A Publication Requirements
Exhibit B Current State Fee Schedule

I. DOCUMENT HEADER

1. Title. Certificate of Incorporation of [COMPANY NAME] (the “Corporation”).
2. Effective Date. This Certificate shall become effective upon filing with the New York Department of State (the “DOS”) or at [TIME] [DATE] in accordance with BCL § 803, whichever is later.
3. Incorporator. [INCORPORATOR NAME], having an address at [ADDRESS] (“Incorporator”), executes this Certificate pursuant to BCL § 402.

II. DEFINITIONS

Capitalized terms used and not otherwise defined herein have the meanings set forth below.

“BCL” The New York Business Corporation Law, N.Y. Bus. Corp. Law §§ 101 et seq.
“Board” The Corporation’s duly elected Board of Directors.
“Certificate” This Certificate of Incorporation, as amended from time to time.
“DOS” The New York State Department of State, Division of Corporations.
“Shares” Collectively, all classes or series of the Corporation’s authorized capital stock.

III. OPERATIVE PROVISIONS

1. Name (BCL § 402(a)(1)).
   The name of the Corporation is [COMPANY NAME].

2. Purpose (BCL § 402(a)(2)).
   The Corporation is formed for any lawful act or activity for which corporations may be organized under the BCL.

3. County Location (BCL § 402(a)(3)).
   The office of the Corporation is to be located in the County of [COUNTY], State of New York.

4. Authorized Shares (BCL § 402(a)(4)).
   a. Number and Class. The Corporation is authorized to issue [TOTAL AUTHORIZED] Shares, all of which shall be common stock, par value [$0.01] per Share.
   b. [Optional Preferred Stock Provision. The Board may, by resolution and without shareholder approval, issue one or more series of preferred stock and fix the relative rights and preferences thereof, to the fullest extent permitted by BCL § 502.]

5. Designation of Secretary of State / Service of Process (BCL § 402(a)(7)).
   The Secretary of State is designated as agent of the Corporation for service of process. The address to which the DOS shall mail a copy of any process accepted on behalf of the Corporation is: [SERVICE ADDRESS].

6. [Optional Registered Agent (BCL § 402(a)(7)).]
   The Corporation hereby designates [REGISTERED AGENT NAME], with address at [REGISTERED AGENT ADDRESS], as a registered agent upon whom process against the Corporation may be served.

7. Limitation on Director Liability (BCL § 402(b)).
   To the fullest extent permitted by the BCL, a director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) under BCL § 719, or (iv) for any transaction from which the director derived an improper personal benefit.

8. Indemnification (BCL Art. 7, §§ 721-726).
   a. Mandatory Indemnification. The Corporation shall indemnify, and advance expenses to, the fullest extent permitted by the BCL, any person made, or threatened to be made, a party to an action or proceeding by reason of the fact that such person is or was a director or officer of the Corporation.
   b. Insurance. The Corporation may purchase and maintain insurance to indemnify any person to the fullest extent permitted by BCL § 726.

9. Duration. The Corporation shall have perpetual duration.

10. Shareholder Pre-emptive Rights. [None / Set forth terms].

11. Optional Provisions. [Insert any desired cumulative voting waiver, supermajority requirement, or other customization consistent with BCL.]

IV. REPRESENTATIONS & WARRANTIES OF INCORPORATOR

1. Authority. The Incorporator has full legal right, power, and authority to execute and deliver this Certificate.
2. Compliance. The execution and filing of this Certificate comply in all material respects with the BCL and all other applicable laws.
3. Accuracy. All information contained herein is true, correct, and complete in all material respects.
4. Survival. The foregoing representations and warranties shall survive the filing of this Certificate for a period of one (1) year.

V. COVENANTS & RESTRICTIONS

1. Organizational Meeting. Within ten (10) days after the filing date, the Incorporator (or the first Board, if named herein) shall hold an organizational meeting pursuant to BCL § 404.
2. By-laws. The Board shall adopt initial By-laws consistent with the BCL and this Certificate.
3. Share Issuance. No Share shall be issued until the consideration therefor has been received, as provided in BCL § 504.

VI. DEFAULT & REMEDIES

1. Statutory Defaults. Failure to comply with any publication requirement under BCL § 405 shall entitle the Attorney General or any shareholder to seek injunctive relief compelling compliance.
2. Cure Period. The Corporation shall have thirty (30) days after written notice of non-compliance to cure any default under Section VI(1).
3. Graduated Remedies. If default is not cured within the cure period:
   a. the Board may suspend further Share issuances;
   b. the Corporation may not enter into new binding contracts except in the ordinary course of business; and
   c. any interested party may petition the Supreme Court of the State of New York, Commercial Division, for appropriate relief.

VII. RISK ALLOCATION

1. Indemnification & Insurance. See Section III(8).
2. Limitation of Liability. See Section III(7).
3. Force Majeure. The Corporation shall not be liable for any delay or failure in performance caused by events beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, or governmental regulation.

VIII. DISPUTE RESOLUTION

1. Governing Law. This Certificate and any dispute arising hereunder shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflict-of-laws principles.
2. Forum Selection. The Supreme Court of the State of New York, Commercial Division, located in the County specified in Section III(3), shall be the exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of fiduciary duty, (iii) any action asserting a claim arising under the BCL, or (iv) any action governed by the internal-affairs doctrine.
3. [Optional Arbitration. Any other dispute not described in Section VIII(2) shall be resolved by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, held in [CITY, NY]. Judgment on the award may be entered in any court of competent jurisdiction.]
4. Jury Waiver. The parties hereby waive, to the fullest extent permitted by law, any right to a jury trial in any proceeding arising out of or relating to this Certificate.
5. Injunctive Relief. Nothing in this Section shall limit the right of any party to seek injunctive or other equitable relief in aid of arbitration or to maintain the status quo.

IX. GENERAL PROVISIONS

1. Amendments. This Certificate may be amended in the manner prescribed by BCL §§ 803-805.
2. Severability. If any provision of this Certificate is determined to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.
3. Integration. This Certificate, together with the By-laws adopted hereunder, constitutes the entire charter of the Corporation.
4. Counterparts; Electronic Signatures. This Certificate may be executed in counterparts, each of which shall be deemed an original. Signatures delivered electronically or by facsimile shall be deemed original signatures for all purposes.

X. EXECUTION BLOCK

IN WITNESS WHEREOF, the undersigned Incorporator has executed this Certificate of Incorporation on the [DAY] day of [MONTH] [YEAR].

[INCORPORATOR NAME], Incorporator

[// GUIDANCE: DOS does not require notarization for corporate certificates. If executing outside the United States, consider obtaining an apostille or consular legalization.]

EXHIBIT A

Publication Requirements (BCL § 405)

1. Notice of Incorporation. Within 120 days after the filing date, the Corporation must arrange for the publication of either (a) the entire Certificate (excluding exhibits) or (b) a DOS-approved short form notice, once each week for six (6) consecutive weeks, in two newspapers (one daily, one weekly) designated by the clerk of the county in which the office of the Corporation is located.
2. Affidavits of Publication. Upon completion, obtain Affidavits of Publication from each newspaper and file the same, together with the Certificate of Publication, with the DOS and the requisite $50 fee.
3. Failure to Publish. Failure to comply may result in suspension of the Corporation’s authority to carry on, conduct, or transact business in New York.

EXHIBIT B

Current State Fee Schedule (Subject to Change)

• Filing Fee – Certificate of Incorporation: $125 base fee (BCL § 104-A)
• Tax on Shares (payable with filing):
– $10 for the first 200 authorized Shares
– $5 for each additional 200 Shares or fraction thereof
[// GUIDANCE: Calculate total share tax using DOS Form DOS-1239.]
• Certified Copy (optional): $10
• Certificate of Publication Filing: $50
• 24-Hour Expedited Handling (optional): $25
• Same-Day Expedited Handling (optional): $75
[// GUIDANCE: Confirm all amounts on the DOS website immediately prior to filing.]

END OF DOCUMENT