NY Certificate of Incorporation
Filling the New York Certificate of Incorporation is easy. You should download and print a copy from the Department of State website. You can download the incorporation form here: http://www.dos.state.ny.us/corp/pdfs/dos1239.pdf.
Filling instructions
The first article refers to the name of your future New York corporation. It must contain the word “corporation,” “incorporated,” or “limited,” or an abbreviation of one of these words.
Certain words may not be used in a New York corporate name unless you obtain special permission from the state (such as: community renewal, guaranty, insurance, investment, benefit or loan).
You can check corporate name availability online by comparing your proposed name to names already registered with the state. The search page is located at: Department of State website.
The second article is a statement that mentions the corporation complies with the New York BCA rules:
“This corporation is formed to engage in any lawful act or activity for which a corporation may be organized under the Business Corporation Law, provided 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.”
The third article regards the location into where the business will be incorporate by specifying the county. It may be filled with one of the following: Albany, Allegany, Bronx, Broome, Cattaraugus, Cayuga, Chautauqua, Chemung, Chenango, Clinton, Columbia, Cortland, Delaware, Dutchess, Erie, Essex, Franklin, Fulton, Genesee, Greene, Hamilton, Herkimer, Jefferson, Kings (Brooklyn), Lewis, Livingston, Madison, Monroe, Montgomery, Nassau, New York (Manhattan), Niagara, Oneida, Onondaga, Ontario, Orange, Orleans, Oswego, Otsego, Putnam, Queens, Rensselaer, Richmond (Staten Island), Rockland, Saint Lawrence, Saratoga, Schenectady, Schoharie, Schuyler, Seneca, Steuben, Suffolk, Sullivan, Tioga, Tompkins, Ulster, Warren, Washington, Wayne, Westchester, Wyoming, Yates.
The fourth article states the authorized number of shares for the new corporation. Most incorporators authorize one class of common shares with equal voting, dividend, and liquidation rights and no special restrictions. In this case, just insert the number and type of shares you wish to authorize at the end of this article (you may specify shares either with or without par value). To pay the lowest incorporation fee, insert “200 No Par Value” in the blank.
The fifth article must include mailing address of the corporation. The Secretary of State will forward any legal papers filed against your corporation to this address.
The next article (sixth) should be filled with your registered agent information. However, the New York State is an exception in the whole nation; it doesn’t require a registered agent.
If you wish to delay the date when your corporation becomes a legal entity, insert a date in the blank from the seventh article. It may not be more than 90 days after the date you file your certificate. Otherwise, the corporation starts its legal (and tax) life on the date your certificate is filed.
Then the form must be signed by your incorporator and mailed along with the payment check to the Department of State.
