New York Articles of Incorporation: Definition, Purpose

What are New York Articles of Incorporation?

New York articles of incorporation, also called a certificate of incorporation, is a legal document that must be filed with the secretary of state to establish a new corporation. The purpose of articles of incorporation is to provide the state important information about your new corporation.

How Do I Find Articles of Incorporation in New York?

New York provides future business owners with a certificate of organization template on the Secretary of State website. To find articles of incorporation in New York, follow these steps:

1. Visit the New York State Official website.
2. Click the “Services” tab at the top of the page.
3. Click “Business”.
4. Scroll down and click “Start a Business in New York State”.
5. Under “Form an Entity” click the link for “Certificate of Incorporation”.

From here, you will need to know what type of corporation you are establishing. If you are unsure which type of structure will best suit your business needs, you should contact a licensed attorney for advice.

Once you have determined the business type you can find the PDF for the articles of incorporation for that specific entity. The New York State website provides detailed instructions about filling out and filing a certificate of incorporation online.

Does New York Require Articles of Incorporation?

Yes. To form a new corporation in New York you must file articles of incorporation and pay the required filing fees. New York also requires a certificate cover sheet along with the certificate of incorporation. This document can be found with the certificate of incorporation PDF.

New York Articles of Incorporation Example

[Your Company Name]

CERTIFICATE OF INCORPORATION

OF

[YOUR COMPANY NAME]

A New York For-Profit Corporation

I. NAME

The name of this corporation is [Your Company Name].

II. PURPOSE

The purpose for which this corporation is organized is to engage in any lawful act or activity for which a corporation may be organized under the Business Corporation Law of the State of New York.

III. AUTHORIZED SHARES

This corporation is authorized to issue two classes of shares designated as "Common Stock" and "Preferred Stock." The total number of shares that this corporation is authorized to issue is [Total Number of Shares], of which [Number of Common Shares] shall be Common Stock, and [Number of Preferred Shares] shall be Preferred Stock.

A. Common Stock

1. Voting Rights: Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held on all matters submitted to a vote of shareholders.

B. Preferred Stock

1. The Preferred Stock may be issued in one or more series, each with such designation, rights, preferences, and limitations as the Board of Directors may determine by resolution. The Board of Directors is expressly granted the authority to determine and alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock.

IV. COUNTY

The office of this corporation is to be located in the County of [Your County], State of New York.

V. REGISTERED AGENT

The corporation shall designate the Secretary of State of the State of New York as its agent for service of process. The address to which the Secretary of State shall mail a copy of any process against the corporation served upon him or her is:

[Your Company's Street Address] [City, State, Zip Code]

VI. INCORPORATOR

The name and address of the incorporator are:

[Incorporator's Name] [Incorporator's Street Address] [City, State, Zip Code]

VII. DIRECTORS

The number of directors constituting the initial board of directors is [Number of Directors], and the names and addresses of the persons who are to serve as the initial directors are:

[Director 1's Name] [Director 1's Street Address] [City, State, Zip Code]

[Director 2's Name] [Director 2's Street Address] [City, State, Zip Code]

[Additional Directors, if applicable]

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed this Certificate of Incorporation on this [Day] day of [Month], [Year].

[Incorporator's Name]

[Note: This is a basic example of Articles of Incorporation for a for-profit business in New York. Depending on the specific circumstances and requirements of your company, additional provisions may need to be included. It is always recommended to consult with an attorney or other qualified professional to ensure your Articles of Incorporation comply with all applicable laws and regulations.]

How Do I Fill Out Articles of Incorporation in New York?

New York articles of incorporation can be filled out online using the fillable PDF required. It is important that the information you are providing is accurate and conforms with all New York state laws and regulations surrounding certificates of incorporation.

All certificates must include the following bare minimum information:

• Corporate name. A corporation name in New York must comply with Section 301(a)(1) of the Business Corporation Law. Every corporate name must include the word Incorporated, Corporation or Limited. Abbreviations of these words are also permitted.
• Business purpose. The provided New York form contains an all-purpose clause which is sufficient for filing. In most cases, nothing more needs to be added.
• County location. The county within New York where the office of the corporation is located.
• Stock structure. All corporations must issue stock. The certificate of incorporation should include the number of shares the corporation will have the authority to issue. Most corporations are formed with 200 shares no par value.
• Designation for service process. Unlike many other states that allow a corporation to designate a registered agent, every corporation in New York must designate the Secretary of State as its agent for service of process. You must provide an address within the United States to which the Secretary of State can mail a copy of any process received.
• Incorporators. The names and addresses of all incorporators who are drafting and filing the articles of incorporation. Incorporators must sign the certificate of incorporation.
• Filer. The name and address of the filer of the certificate of incorporation.

If you are unsure how to fill out the certificate of incorporation, you should consult with an experienced business lawyer. A lawyer can help you determine what provisions should be included in your articles of incorporation and ensure that your articles abide by all state laws.

Relevant Laws

• NY Laws, (BSC) CHAPTER 4, ARTICLE 2 (Corporate Purposes and Powers)
• NY Laws, (BSC) CHAPTER 4, ARTICLE 3 (Corporate Name and Service of Process)
• NY Laws, (BSC) CHAPTER 4, ARTICLE 3, SECTION 402 (Certificate of incorporation)