2023 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 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.
(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.