Overview
How to File
Filing Instructions
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 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.
Name of Availability
- The Division of Corporations is required by statute to reject for use any corporate, limited partnership, or limited liability company name that is not "distinguishable" from existing names on file.
- The only avenue to determine whether a name is available for a
corporation, limited partnership or limited liability company is to make a name availability inquiry. The Corporation and Business Entity Database online search is intended for status inquiries of entities already on file with the Department of State.
- Customers are cautioned to avoid interpreting database search information as an indication that a name is or is not available for use.
- The records of the Division of Corporations may be searched for availability of name by submitting a written request to:
- 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 name and list the name or names to be searched. Although it is not required, it is recommended that a copy of the name availability response be attached to the document you are submitting for filing.
- A finding that the name is available is not an approval of the name by the Department of State and is not a determination that the proposed name satisfies any particular requirement of law. No expenditure or other commitment should be made in reliance upon the availability of a name.
- Pursuant to Section 96 of the New York State Executive Law, the fee for searching the records for availability of name is $5 per name submitted.
- Please note that the Department's determination regarding the availability of a name applies only to the date and time that the name search was completed.
- Requests for name availability cannot be handled by telephone.
Fees
$125 filing fee for Certificate of Incorporation.
Preferred payment methods include: money order, MasterCard, Visa or American Express.
- To pay for a fee using your credit card or debit card, complete and sign the Credit Card/Debit Card Authorization Form and submit it to the Division of Corporations with your request for service.
- Money orders should be made payable to the “Department of State.”
Expedited Processing
- Expedited Handling Services: (optional) The NYS Department of State's Division of Corporations offers expedited processing of time-sensitive documents. For an additional fee, the Department of State will process a document within the following time frames for the additional fee indicated; $25.00 per document for processing within 24 hours, $75.00 per document for processing within the same day, or $150.00 per document for processing within 2 hours.
- Preferred payment methods include: money order, Mastercard, Visa or American Express.
Additional Information
- The existence of the corporation begins upon the filing of the Certificate of Incorporation with the Department of State. After the corporate existence has begun, an organization meeting of the incorporator or incorporators must be held for the purpose of adopting by-laws, electing directors and transacting any other business. (See Section 404 of the Business Corporation Law.) The initial by-laws of a corporation are adopted by its incorporator or incorporators at the organization meeting. (See Section 601 of the Business Corporation Law.)
- The corporation is required to keep correct and complete books and records of account and must keep minutes of the proceedings of its shareholders, board of directors and executive committee, if any. The corporation must also keep a record containing the names and addresses of all shareholders, the number and class of shares held by each and the dates when they respectively became the owners of record thereof. (See Section 624 of the Business Corporation Law.)
- The NYS Department of Taxation and Finance (TAX) creates a NYS Corporation Tax Account for all newly formed corporations. The NYS Department of State (DOS) notifies TAX of the formation. TAX generates a temporary New York State identification number prefixed by the letters TF and notifies the corporation of this "TF" number by mailing Form CT-198, Corporation Tax Account Information to the address provided by DOS. The form provides the corporation with the identification number, file number, and current filing period. The corporation must complete the CT-198 form or contact TAX to provide its Federal Identification Number. It is the responsibility of the corporation to keep TAX informed of corrections to their records and must return Form CT-198 as soon as possible to ensure proper identification. For more information, contact the TAX at (518) 485-2889 or visit their website at www.tax.ny.gov.
- Domestic business corporations are required to file a Biennial Statement two years after the filing of the Certificate of Incorporation with the NYS Department of State, and every two years thereafter. The filing period is the calendar month in which the original Certificate of Incorporation was filed by the Department of State. Online filing is available on the Department of State’s website. The filling fee is $9. Entities who wish to receive a notice when the Biennial Statement is due for filing must provide an email address at the Department of State’s Email Address Submission/Update Service.
- Corporations are required by statute to conduct business under their true legal or “real” name. If a corporation wishes to conduct business under a name other than its true legal name, a Certificate of Assumed Name must be filed with the NYS Department of State.
- The NYS Department of State recommends that legal documents be prepared under the guidance of an attorney.
Contact Division of Corporations, State Records and Uniform Commercial Code