Certificate of Incorporation for Domestic Business Corporation

Instructions for Completing the Certificate of Incorporation

A Certificate of Incorporation form has been developed to meet the basic requirements of the Business Corporation Law. The form does not include any optional provisions permitted by law. A Certificate of Incorporation may include other provisions consistent with law. You are not required to use this form. You may draft your own form or use forms available from legal stationery stores.

The Department of State must make an official record of the completed Certificate of Incorporation presented for filing. The Department will not accept papers incompatible with its recording technology. All entries and signatures should be typewritten or legibly printed in black ink on white paper. Avoid dark paper, small or light type, outline or condensed fonts, colored inks, etc.

Paragraph First – Corporation Name

Enter the name of the corporation on the line in the certificate’s title. Also enter the name of the corporation in Paragraph First and in the title of the certificate on the last page of the form. The name of the corporation must be exactly the same in all three places, including spacing and punctuation.

Choosing the Name of the Corporation

First, Section 301(a)(1) of the Business Corporation Law requires that the name of the corporation contain one of the following words: Incorporated, Corporation or Limited, or one of the following abbreviations: Inc., Corp. or Ltd.

Second, the name of the corporation must be distinguishable from the names of other corporations, limited liability companies and limited partnerships already on file with the Department of State.

Third, Section 301 of the Business Corporation Law prohibits or restricts the use of certain words and phrases in the name of the corporation. Generally, the name of a corporation may not include a word or phrase restricted by another statute unless the conditions of the restriction have been complied with. In addition, certain words and phrases in the name of a corporation require consent or approval from another agency prior to filing the Certificate of Incorporation with the Department of State.

Prior to submitting the Certificate of Incorporation for filing, the proposed name of the corporation can be searched for availability by writing to the Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. The written inquiry should state that you wish to determine the availability of a corporate name (or names) and list the name (or names) to be searched. There is a $5 fee for each corporate name to be searched for availability, which must accompany the request. Searching the availability of a corporate name does not reserve the name.

Some filers may wish to reserve the corporate name prior to filing the Certificate of Incorporation. To reserve a corporate name, file an Application for Reservation of Name. The fee for filing an Application for Reservation of Name is $20. The filing of an Application for Reservation of Name is optional. An Application for Reservation of Name holds the name for 60 days and may be extended twice for additional periods of 60 days. The fee to extend the reservation of name is also $20. The filing receipt issued by the Department of State for the Application for Reservation of Name must accompany the Certificate of Incorporation when presented to the Department of State for filing. The filing receipt issued by the Department of State for an Application for Reservation of Name must also accompany any request to extend the name reservation.

Paragraph Second – Purposes

The Certificate of Incorporation form developed by the Department of State contains an all-purpose clause which is sufficient for filing in most cases and nothing more needs to be added.

Certain corporate purposes, however, such as the establishment or maintenance of a hospital or facility providing health related services, and the establishment or operation of a substance abuse, substance dependence, alcohol abuse, alcoholism, chemical abuse or dependence program require the consent or approval of another state agency. In addition, a corporate purpose that promotes education in any way requires prior consent. A document indicating the consent or approval of the relevant state agency must be attached to the Certificate of Incorporation when the certificate is submitted to the Department of State for filing. Before issuing its consent or approval, the regulatory agency may require that specific purposes be stated in the Certificate of Incorporation.

The following is a partial list of agencies that must consent to, or approve, the filing of certain Certificates of Incorporation prior to filing with the Department of State. If you have any questions concerning any consent or approval that may be required, please contact the agency at the address or telephone number listed:

Purpose Requiring Consent or Approval Applicable Section of Law
Agency Consent or Approval Required From

The establishment or operation of institutions for the care of destitute, delinquent, abandoned, neglected or dependent children. See Business Corporation Law Section 405-a.

Office of Children and Family Services
52 Washington Street 
Rensselaer, NY 12144
(518) 473-7793
The promotion of science, literature, art, history or other department of knowledge, or of education in any way, associations of teachers, students, graduates of educational institutions, and other associations whose approved purposes are, in whole or in part, of educational or cultural value deemed worthy of recognition and encouragement by the university. See Education Law Section 216.

Department of Education
Office of Counsel
State Education Building, Room 148
Albany, NY 12234

Note: The Department of Education requires a $20 fee to obtain consent.

Establishment or maintenance of a hospital or facility providing health related services. See Business Corporation Law Section 201(e).
Public Health and Health Planning Council
Department of Health
Division of Legal Affairs
Corning Tower, Room 2482
Empire State Plaza
Albany, NY 12237
(518) 473-3233
Establishment or operation of a substance abuse, substance dependence, alcohol abuse, alcoholism, chemical abuse or dependence program. See Business Corporation Law Section 406.
Office of Addiction Services and Supports
Bureau of Certification 
1450 Western Avenue
Albany, NY 12203-3526
(518) 485-2250

Paragraph Third – County Location

Paragraph Third must indicate the county within New York State where the office of the corporation will be located. Enter only the name of a county in New York State. Do not include the street address. In New York City, the borough of Manhattan is New York County, the borough of Brooklyn is Kings County, and the borough of Staten Island is Richmond County. Bronx and Queens denote both the borough and the county.

Paragraph Fourth – Stock Structure

Every business corporation must designate in its certificate of incorporation the number of shares which the corporation shall have the authority to issue and must state whether the shares are with par value or without par value. Shares without par value may be issued or sold at any price. Shares with a stated par value cannot be issued or sold at a price less than the stated par value.

The form developed by the Department of State contains an authorized stock structure of 200 shares with no par value. Most corporations are formed with 200 shares no par value. Nothing more needs to be added unless you wish to have a different stock structure. If this is the case, delete the present statement and insert the desired number of shares and a statement of their par value or a statement that they are without par value.

Paragraph Fifth – Designation for Service of Process

The corporation must designate the Secretary of State as its agent for service of process. Complete Paragraph Fifth by providing an address within the United States to which the Secretary of State may mail a copy of any process received. “Process” means the papers that acquire jurisdiction of the corporation in a legal action. To avoid a default judgment, the corporation should keep the address for service of process current by filing its Biennial Statement, or a Certificate of Change or Certificate of Amendment, as appropriate.

Signing the Certificate of Incorporation

The incorporator or incorporators, if there is more than one, must sign the Certificate of Incorporation. The incorporator(s) must type or print their name and address.

Filer

Provide the name and address of the filer of the Certificate of Incorporation. The Department of State issues the official filing receipt to the filer of the Certificate of Incorporation. The filing receipt reflects the date of filing, the name of the corporation, an extract of information provided in the Certificate of Incorporation and an accounting of fees paid. Filers should verify that this information is correct. The filing receipt is your proof of filing. The Department of State does not issue duplicate filing receipts to replace those lost or destroyed.