Certificate of Incorporation and Articles of Organization

Learn more about the Certificate of Incorporation and the Articles of Organization.

The first step towards incorporating your business is the submission of your certificate of incorporation. If you wish to incorporate in NY, you can download the form from the NY Department of State website or request a copy via fax. The Certificate of Incorporation serves as the final document and once your application is approved, and the NY Department of State shall return the document with their seal. Along with the Certification of Incorporation, you also need to submit Articles of Organization that describes in detail the structure of your company.

In the Certificate of Incorporation, you must include the following details

  • The proposed name of your company. Here, you must choose between using Inc., Corp., or LLC as an extension name to your company’s descriptive title.
  • A business statement where you clarify the nature of your business.
  • The address of the corporation which can be a PO Box if you do not have an established physical address in New York. You must also include the name and the address of your NY registered agent who represents your company to the courts.
  • A statement detailing the number of shares or stocks in your company and its classification, if there is more than one category
  • The names and addresses of the corporation’s shareholders

Together with the Certificate of Incorporation, you must also include the following articles in your report.

Article I – The name of your company

Article II – The address of your company in New York as well as the address of your contracted registered agent

Article III – The company’s business statement which could be formatted based on the following: “The purpose of the Company is to engage in any lawful business transactions or activities authorized by the New York Department of State, wherein all provisions may be amended from time to time.”

Article IV – The number of stocks and its classification, if it exceeds more than one category

Article V – The name and address of the incorporator

Article VI – The name and address of the members of the board of directors

Article VII – Elections of the members of the board of directors which is not required to be written in ballot unless otherwise mandated by the law

Article VIII – The company’s acceptance that the New York Department of State may amend provisions from time to time

Article IX – Acceptance of the company to the above provisions, signed by its authorized representative or president

Once you have reserved your proposed corporation name to the New York Department of State and have paid the nominal fee of $5 per name, or a one-time payment of $75 if using the online database, you have a maximum of 120 days to complete the Certificate of Incorporation form and compose a report consisting of the Articles of Organization. Your application for incorporation shall be subject to review within six to eight weeks and only those with complete requirements and have no pending cases or legal disputes shall be considered and furthered.