2023 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  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.
(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.