2010 New York Code
BSC - Business Corporation
Article 4 - (401 - 409) FORMATION OF CORPORATIONS
402 - Certificate of incorporation; contents.

§ 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.
    (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.