New York Consolidated Laws

N.Y. Business Corporation Law § 403 (2026)

Certificate of incorporation; effect

✓ current as of May 2026

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§ 403. Certificate of incorporation; effect.
  Upon the filing of the certificate of incorporation by the department
of state, the corporate existence shall begin, and such certificate
shall be conclusive evidence that all conditions precedent have been
fulfilled and that the corporation has been formed under this chapter,
except in an action or special proceeding brought by the
attorney-general.  Notwithstanding the above, a certificate of
incorporation may set forth a date subsequent to filing, not to exceed
ninety days after filing, upon which date corporate existence shall
begin.

Notes of Decisions

Cited in 6 cases, 1988–2007 · leading case: Rubenstein v. Mayor, 41 A.D.3d 826 (N.Y. App. Div. 2007).

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Rubenstein v. Mayor, 41 A.D.3d 826 (N.Y. App. Div. 2007). “Here, it is undisputed that at the time that the lease was executed, BSC had not yet filed a certificate of incorporation with the Secretary of State, and thus was not in existence pursuant to Business Corporation Law § 403. A corporation, however, may also be deemed to exist,…”

183 Holding Corp. v. 183 Lorraine Street Assocs., 251 A.D.2d 386 (N.Y. App. Div. 1998). “, 18 months later, when its certificate of incorporation was filed (see, Business Corporation Law § 403). Under these circumstances, the Supreme Court properly held that the plaintiff lacked the capacity to contract in April 1990.”

Brown v. Brown, 143 A.D.2d 248 (N.Y. App. Div. 1988). “The evidence presented at the trial established that the corporation came into existence in 1982 upon the filing of a certificate of incorporation with the Secretary of State (Business Corporation Law § 403). The plaintiff and the defendant Leila Brown, his mother, are the sole…”

Noar Trucking Co. v. State Tax Comm'n, 139 A.D.2d 869 (N.Y. App. Div. 1988). “Respondent could, therefore, reasonably infer that petitioner actually commenced business operations with the initially conveyed equipment upon or shortly after it began its corporate existence at incorporation in 1980 (see, Business Corporation Law § 403). The applicable…”

Town of Montauk, Inc. v. Pataki, 40 A.D.3d 772 (N.Y. App. Div. 2007). “,” is not an established corporation, since it has filed no incorporation papers with the Department of State (see Business Corporation Law § 403; Not-For-Profit Corporation Law §§ 403, 904 [a]).”

H.E.G. Dev. & Mgmt. Corp. v. Blumberg, 171 Misc. 2d 740 (N.Y. Sup. Ct. 1997). · cites it 2× “A dispute over the rights by two differ *741 ent parties to use an identical corporate name granted by the New York State Secretary of State on different dates under Business Corporation Law § 403 and Tax Law § 203-a.”

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