Articles of Incorporation - State Variations
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].
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]
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.
- Corporate existence begins upon filing. The basic Department form does not use the amendment statute, BCL § 803, to create a delayed-effective-date option.
- After filing, the incorporator or incorporators must hold an organization meeting to adopt the initial bylaws, elect directors, and transact other organizational business. BCL §§ 404 and 601 impose no ten-day deadline.
- Do not attach an LLC-style newspaper-publication exhibit. The Department's domestic business-corporation instructions and BCL § 402 contain no newspaper-publication requirement for this filing.
SOURCES AND REFERENCES
About This Template
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.
Important Notice
This template is provided for informational purposes. It is not legal advice. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Last updated: July 2026
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