Pursuant to the New York State Business Corporation Law, it is required that one or more natural persons (not a business entity) each of whom are 18 years old or older may be incorporators of a corporation that is organized under the laws of New York. The corporation will come into existence upon the filing of the Certificate of Incorporation with the Department of State or on a specific date not to exceed 90 days from the date of the filing of the Certificate of Incorporation.

The Certificate of Incorporation must bear the signature of each incorporator, with his or her name and address beneath or opposite his or her signature, acknowledged and delivered to the New York State Department of State. It must also set forth:

• The full name of the corporation
• The purpose for which the corporation is being formed. (In most cases an all purpose clause is acceptable)
• The New York county in which the corporation is to be located
• The total number of shares of stock which the corporation will have the authority to issue
• If the corporation will be issuing different classes of shares, the designation of each class and a description of the rights, limitations and preferences of the shares of each class
• If any preferred class of shares will be issued in series, the designation of each series and a description of the relative rights, limitations and preferences between series as they are to be set in the certificate of incorporation
• A designation from the New York Secretary of State specifying the agent of the corporation, for the purpose of service of process. In addition, you need to include the post office address either within or without New York State to which the Secretary of State can mail a copy of any legal process against the corporation which is served upon the Secretary of State.
• If the corporation will have a registered agent for the purpose of service of legal process, the name and address, within New York State
• If the Corporation is for a fixed or limited period of time as opposed to a perpetual corporation, the duration that the corporation will be in existence.

Additionally, the certificate of incorporation is permitted to set forth one or more provisions limiting the personal liability of its directors.

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