NY Not for Profit Corp L § 402 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 4 - Formation of Corporations 402 - Certificate of Incorporation; Contents.

§ 402. Certificate of incorporation; contents.  (a)   A   certificate,   entitled  "Certificate  of  Incorporation  of .................... (name of corporation), under  section  402  of  the Not-for-Profit  Corporation  Law,"  shall be signed by each incorporator with his name and address included in such certificate and delivered  to the department of state. It shall set forth:  (1) The name of the corporation.  (2)  That  the corporation is a corporation as defined in subparagraph (5) of paragraph (a) of section 102 (Definitions).  (2-a) the purpose or  purposes  for  which  it  is  formed,  it  being sufficient  to  state that the purpose of the corporation is any purpose for which  corporations  may  be  organized  under  this  chapter  as  a charitable or non-charitable corporation, and whether it is a charitable corporation   or   a   non-charitable   corporation  under  section  201 (Purposes). Any corporation may also set forth any  activities  that  it intends  to  carry  out  in  furtherance  of  such  purpose or purposes; provided that this subparagraph shall not be interpreted to require that the certificate of incorporation set forth such activities or  otherwise state how the corporation's purposes will be achieved.  (2-b) If it is not formed to engage in any activity or for any purpose requiring  consent or approval of any state official, department, board, agency or other body, a statement that no such consent  or  approval  is required.  Such  statement  shall  be  deemed conclusive for purposes of filing by the department of  state.  If  subsequent  to  submitting  the certificate of incorporation for filing, the corporation plans to engage in  any  activity  requiring consent or approval pursuant to section 404 (approvals, notices and consents) of this chapter, the corporation shall obtain such consent or approval and accordingly amend its certificate of incorporation pursuant to article eight of this chapter.  (3) The county within the state in which the office of the corporation is to be located. It may also set forth the post office  address  of  an office  without  the state, at which, pursuant to section 621 (Books and records; right of inspection;  prima  facie  evidence),  the  books  and records of account of the corporation shall be kept.  (4) The names and addresses of the initial directors.  (5) The duration of the corporation if other than perpetual.   * (6)  A  designation  of  the  secretary  of  state  as  agent of the corporation upon whom process against it may  be  served  and  the  post office  address  within  or without this state to which the secretary of state shall mail a copy of any process against it served upon him.   * NB Effective until January 1, 2023   * (6) A designation  of  the  secretary  of  state  as  agent  of  the corporation  upon  whom  process  against  it may be served and the post office address within or without this state to which  the  secretary  of state  shall  mail  a  copy of any process against it served upon him or her. The corporation may include an email address to which the secretary of state shall email a notice of the fact that process  against  it  has been electronically served upon him or her.   * NB Effective January 1, 2023  (7)  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.  (8) The statements, if any, with  respect  to  special  not-for-profit corporations   required   under   article   14  (Special  not-for-profit corporations).  (b) If the  certificate  is  for  the  incorporation  of  an  existing unincorporated  association  or  group  it shall have annexed thereto an  affidavit of the subscribers  of  such  certificate  stating  that  they constitute  a  majority of the members of a committee duly authorized to incorporate such association or group.  (c)  The certificate of incorporation may set forth any provision, not inconsistent with this chapter or any other statute of the state,  which provision  is  (1)  for  the  regulation  of the internal affairs of the corporation,  including  types  or  classes  of   membership   and   the distribution  of  assets  on  dissolution  or  final liquidation, or (2) required by any governmental body or officer or other person or body  as a  condition  for giving the consent or approval required for the filing of such certificate of incorporation.