New York Consolidated Laws

N.Y. Business Corporation Law § 402 (2026)

Certificate of incorporation; contents

✓ current as of May 2026

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§ 402. Certificate of incorporation; contents.
  (a) A certificate, entitled "Certificate of incorporation of ......
(name of corporation) under section 402 of the Business Corporation
Law", shall be signed by each incorporator, with his name and address
included in such certificate and delivered to the department of state.
It shall set forth:
  (1) The name of the corporation.
  (2) The purpose or purposes for which it is formed, it being
sufficient to state, either alone or with other purposes, that the
purpose of the corporation is to engage in any lawful act or activity
for which corporations may be organized under this chapter, provided
that it also state that it is not formed to engage in any act or
activity requiring the consent or approval of any state official,
department, board, agency or other body without such consent or approval
first being obtained. By such statement all lawful acts and activities
shall be within the purposes of the corporation, except for express
limitations therein or in this chapter, if any.
  (3) The county within this state in which the office of the
corporation is to be located.
  (4) The aggregate number of shares which the corporation shall have
the authority to issue; if such shares are to consist of one class only,
the par value of the shares or a statement that the shares are without
par value; or, if the shares are to be divided into classes, the number
of shares of each class and the par value of the shares having par value
and a statement as to which shares, if any, are without par value.
  (5) If the shares are to be divided into classes, the designation of
each class and a statement of the relative rights, preferences and
limitations of the shares of each class.
  (6) If the shares of any preferred class are to be issued in series,
the designation of each series and a statement of the variations in the
relative rights, preferences and limitations as between series insofar
as the same are to be fixed in the certificate of incorporation, a
statement of any authority to be vested in the board to establish and
designate series and to fix the variations in the relative rights,
preferences and limitations as between series and a statement of any
limit on the authority of the board of directors to change the number of
shares of any series of preferred shares as provided in paragraph (e) of
section 502 (Issue of any class of preferred shares in series).
  (7) A designation of the secretary of state as agent of the
corporation upon whom process against it may be served and the post
office address within or without this state to which the secretary of
state shall mail a copy of any process against it served upon him or
her. The corporation may include an email address to which the secretary
of state shall email a notice of the fact that process against it has
been electronically served upon him or her.
  (8) If the corporation is to have a registered agent, his name and
address within this state and a statement that the registered agent is
to be the agent of the corporation upon whom process against it may be
served.
  (9) The duration of the corporation if other than perpetual.
  (b) The certificate of incorporation may set forth a provision
eliminating or limiting the personal liability of directors to the
corporation or its shareholders for damages for any breach of duty in
such capacity, provided that no such provision shall eliminate or limit:
  (1) the liability of any director if a judgment or other final
adjudication adverse to him establishes that his acts or omissions were
in bad faith or involved intentional misconduct or a knowing violation
of law or that he personally gained in fact a financial profit or other
advantage to which he was not legally entitled or that his acts violated
section 719, or
  (2) the liability of any director for any act or omission prior to the
adoption of a provision authorized by this paragraph.
  (c) The certificate of incorporation may set forth any provision, not
inconsistent with this chapter or any other statute of this state,
relating to the business of the corporation, its affairs, its rights or
powers, or the rights or powers of its shareholders, directors or
officers including any provision relating to matters which under this
chapter are required or permitted to be set forth in the by-laws. It is
not necessary to set forth in the certificate of incorporation any of
the powers enumerated in this chapter.

Notes of Decisions

Cited in 15 cases (1 in the last 5 years), 1985–2022 · leading case: Spizz v. Eluz (In re Ampal-Am. Israel Corp.), 543 B.R. 464 (Bankr. S.D.N.Y. 2016).

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Spizz v. Eluz (In re Ampal-Am. Israel Corp.), 543 B.R. 464 (Bankr. S.D.N.Y. 2016). “,the fullest extent permitted by Business Corporation Law § 402(b), which provides in pertinent part: (b) The certificate of incorporation may set forth a provision eliminating or limiting the personal liability of directors to the corporation -or its shareholders for damages…”

Fe Bland v. Two Trees Mgmt. Co., 489 N.E.2d 223 (NY 1985). “, the corporation formed pursuant to Business Corporation Law § 402 to carry out the conversion to cooperative ownership and acquired the proprietary lease of a penthouse apartment to which those shares entitled him, paying the insider’s price of $112,125.”

Bildstein v. Atwater, 222 A.D.2d 545 (N.Y. App. Div. 1995). · cites it 2× “A claim of this kind is brought under Business Corporation Law § 720, which is expressly subject to any provisions in the corporation’s certificate of incorporation which are adopted by the authority of Business Corporation Law § 402 (b).”

Gabel v. Gabel, 101 A.D.3d 676 (N.Y. App. Div. 2012). “Specifically, the defendant did not argue, and there are no facts in the record to support a finding, that the prior representation concerned any confidential information regarding the value of the corporation (see Business Corporation Law §§ 402, 403) or that the attorney was…”

Teachers' Ret. Sys. of Louisiana v. Welch, 244 A.D.2d 231 (N.Y. App. Div. 1997). · cites it 2× “Section 6 of GE’s certificate of incorporation, adopted pursuant to Business Corporation Law § 402 (b), shields GE’s directors for negligent acts or omissions occurring in their capacity as directors, with certain exceptions (intentional misconduct, bad faith, knowing violation…”

Glatzer v. Grossman, 47 A.D.3d 676 (N.Y. App. Div. 2008). “O’Donnell, are shielded from liability by the exculpatory provision included in NYHC’s certificate of incorporation pursuant to Business Corporation Law § 402 (b). The plaintiff’s remaining contentions are without merit.”

Colucci v. Canastra, 130 A.D.3d 1268 (N.Y. App. Div. 2015). “t’s contention that he is shielded from liability by Hillcrest’s certificate of incorporation, claims against a corporation’s directors and officers for misconduct are subject to the provisions of the corporation’s certificate of incorporation, which may limit personal liability…”

512 East 11th Street v. Grimmet, 144 Misc. 2d 731 (N.Y. City Civ. Ct. 1989). · cites it 2× “The petitioner is a cooperative corporation formed under Business Corporation Law § 402 and the Private Housing Finance Law article 11, and according to petitioner’s attorney affidavit, came into existence in or about January 1982 (the deed indicates that the premises were…”

Astarita v. Acme Bus Corp., 55 Misc. 3d 767 (N.Y. Sup. Ct. 2017). “The question presented is whether a corporation can change its principal place of business by reporting that change on the biennial statement required by Business Corporation Law § 408. In the opinion of the undersigned, it can.”

Ret. Plan for Gen. Empls. of the City of N. Miami Beach v. McGraw, 2018 NY Slip Op 1027 (N.Y. App. Div. 2018). “Moreover, the exculpatory provision of the certificate of incorporation, which does not run afoul of Business Corporation Law § 402(b)(1), shields the director defendants from liability ( see Teachers' Retirement Sys.”

Max v. ALP, Inc., 2022 NY Slip Op 01969 (N.Y. App. Div. 2022). “In New York, a shareholder's right to bring a derivative action against directors for breach of duty is expressly subject "to any provision of the certificate of incorporation" authorized by Business Corporation Law § 402(b) (Business Corporation Law § 720[a][1]).”

Orange Cnty. Land Improvement, Inc. v. Foote, 39 A.D.3d 609 (N.Y. App. Div. 2007). “In addition, the plaintiff did not make a prima facie case that the defendants violated Business Corporation Law § 720 in the absence of a certificate of incorporation pursuant to Business Corporation Law § 402 (b) (see Bildstein v Atwater, 222 AD2d 545 [1995]), or such other…”

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— N.Y. Business Corporation Law § 402(b) — 2 cases

— N.Y. Business Corporation Law § 402(b)(1) — 1 case

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