Articles of Incorporation - State Variations - New York
CERTIFICATE OF INCORPORATION
OF [CORPORATION NAME], INC.
UNDER SECTION 402 OF THE BUSINESS CORPORATION LAW
The undersigned incorporator forms a New York business corporation and adopts the following Certificate of Incorporation.
FIRST — NAME
The name of the corporation is [CORPORATION NAME], Inc. (the "Corporation").
SECOND — PURPOSE
The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the Business Corporation Law, provided that 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 first obtaining that consent or approval.
THIRD — COUNTY LOCATION
The office of the Corporation is to be located in [COUNTY] County, State of New York.
FOURTH — AUTHORIZED SHARES
The Corporation is authorized to issue [NUMBER] shares of common stock [without par value / with a par value of $[AMOUNT] per share].
Alternative for multiple classes or preferred series (use instead of the sentence above): The Corporation is authorized to issue the shares described in Exhibit A, which is incorporated into this Certificate of Incorporation.
FIFTH — SERVICE OF PROCESS
The Secretary of State is designated as agent of the Corporation upon whom process against it may be served. The post-office address within or without New York to which the Secretary of State shall mail a copy of process accepted on the Corporation's behalf is:
[SERVICE ADDRESS, CITY, STATE ZIP CODE]
Optional email for electronic-service notice: [EMAIL ADDRESS]
SIXTH — OPTIONAL REGISTERED AGENT
The Corporation's registered agent for service of process is [REGISTERED AGENT NAME], at [NEW YORK STREET ADDRESS]. That registered agent is the agent of the Corporation upon whom process against it may be served.
SEVENTH — OPTIONAL DELAYED EXISTENCE DATE
Corporate existence shall begin on [DATE, NO MORE THAN 90 DAYS AFTER FILING].
EXHIBIT A — CUSTOM SHARE TERMS (ONLY IF INCORPORATED IN FOURTH)
The Corporation is authorized to issue an aggregate of [TOTAL NUMBER] shares, divided as follows:
| Class or series | Authorized shares | Par value per share or without par value |
|---|---|---|
| [CLASS OR SERIES] | [NUMBER] | [PAR VALUE / WITHOUT PAR VALUE] |
| [CLASS OR SERIES] | [NUMBER] | [PAR VALUE / WITHOUT PAR VALUE] |
The relative rights, preferences, and limitations of each class are: [SET OUT COMPLETE COUNSEL-APPROVED TERMS FOR EACH CLASS].
If preferred shares are issued in series, the variations among series, any board authority to establish or designate series and fix those variations, and any limit on changing the number of shares of a series are: [SET OUT COMPLETE COUNSEL-APPROVED TERMS OR DELETE IF INAPPLICABLE].
INCORPORATOR
The name and address of the incorporator are:
Name: [INCORPORATOR NAME]
Address: [ADDRESS, CITY, STATE ZIP CODE]
EXECUTION
The undersigned incorporator signs this Certificate of Incorporation on [DATE].
____________________________________
[INCORPORATOR NAME], Incorporator
FILER
The Department of State should send the filing receipt to:
Name: [FILER NAME]
Address: [ADDRESS, CITY, STATE ZIP CODE]
FILING NOTES
- The Department of State currently lists a $125 filing fee for a domestic business corporation's Certificate of Incorporation.
- The current DOS-1239-f base form has no optional registered-agent or custom share provision; include completed, counsel-approved language in the certificate if selecting either option.
- Corporate existence begins when the certificate is filed unless it states a later date no more than 90 days after filing under BCL § 403.
- After corporate existence begins, the incorporator or incorporators may hold an organization meeting to adopt the initial bylaws, elect directors, and take other organizational action. Under BCL § 404(b), they may instead take any permitted organization-meeting action by an instrument signed by each incorporator or that incorporator's attorney-in-fact.
SOURCES AND REFERENCES
- New York Business Corporation Law § 402 — Certificate Contents
- New York Business Corporation Law § 601 — Bylaws
- New York Department of State — Certificate of Incorporation for a Domestic Business Corporation
- New York Department of State Form DOS-1239-f
INTERNAL FILING RECORD (REMOVE BEFORE FILING)
| Item | Record |
|---|---|
| Filing method and submission date | [METHOD], [DATE] |
| Department of State receipt or reference | [REFERENCE] |
| Filing date and entity identifier | [DATE], [IDENTIFIER] |
| Filed copy and acknowledgement location | [LOCATION] |
About this template
- Last updated
- October 23, 2026
- Citations checked
- October 23, 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)
- N.Y. Bus. Corp. Law § 403 (corporate existence)
- N.Y. Bus. Corp. Law § 404 (organization actions)
- N.Y. Bus. Corp. Law § 601 (initial bylaws)
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 October 23, 2026.
N.Y. Bus. Corp. Law § 301(a)(1) (checked October 22, 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 October 22, 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"
N.Y. Bus. Corp. Law § 402(a)(5)-(6) (checked October 23, 2026): "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."
N.Y. Bus. Corp. Law § 402(a)(8) (checked October 23, 2026): "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."
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