NY Bus Corp L § 402 (2021)
2021 New York Laws BSC - Business 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  Business  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)  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,  provided that  it  also  state  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. By such statement all lawful acts and activities shall be within the purposes of  the  corporation,  except  for  express limitations therein or in this chapter, if any.  (3)  The  county  within  this  state  in  which  the  office  of  the corporation is to be located.  (4) The aggregate number of shares which the  corporation  shall  have the authority to issue; if such shares are to consist of one class only, the  par  value of the shares or a statement that the shares are without par value; or, if the shares are to be divided into classes, the  number of shares of each class and the par value of the shares having par value and a statement as to which shares, if any, are without par value.  (5)  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.  (6)  If  the shares of any preferred class are to be issued in series, the designation of each series and a statement of the variations in  the relative  rights,  preferences and limitations as between series insofar as the same are to be fixed  in  the  certificate  of  incorporation,  a statement  of  any  authority to be vested in the board to establish and designate series and to fix  the  variations  in  the  relative  rights, preferences  and  limitations  as  between series and a statement of any limit on the authority of the board of directors to change the number of shares of any series of preferred shares as provided in paragraph (e) of section 502 (Issue of any class of preferred shares in series).   * (7) 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   * (7)  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  (8) 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.  (9) The duration of the corporation if other than perpetual.  (b)  The  certificate  of  incorporation  may  set  forth  a provision eliminating or limiting the  personal  liability  of  directors  to  the  corporation  or  its  shareholders for damages for any breach of duty in such capacity, provided that no such provision shall eliminate or limit:  (1)  the  liability  of  any  director  if  a  judgment or other final adjudication adverse to him establishes that his acts or omissions  were in  bad  faith or involved intentional misconduct or a knowing violation of law or that he personally gained in fact a financial profit or  other advantage to which he was not legally entitled or that his acts violated section 719, or  (2) the liability of any director for any act or omission prior to the adoption of a provision authorized by this paragraph.  (c)  The certificate of incorporation may set forth any provision, not inconsistent with this chapter or  any  other  statute  of  this  state, relating  to the business of the corporation, its affairs, its rights or powers, or the rights  or  powers  of  its  shareholders,  directors  or officers  including  any  provision relating to matters which under this chapter are required or permitted to be set forth in the by-laws. It  is not  necessary  to  set forth in the certificate of incorporation any of the powers enumerated in this chapter.