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This entry was published on 2023-01-06
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Certificate of incorporation; contents
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 4
§ 402. Certificate of incorporation; contents.

(a) A certificate, entitled "Certificate of Incorporation of
.................... (name of corporation), under section 402 of the
Not-for-Profit 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) That the corporation is a corporation as defined in subparagraph
(5) of paragraph (a) of section 102 (Definitions).

(2-a) the purpose or purposes for which it is formed, it being
sufficient to state that the purpose of the corporation is any purpose
for which corporations may be organized under this chapter as a
charitable or non-charitable corporation, and whether it is a charitable
corporation or a non-charitable corporation under section 201
(Purposes). Any corporation may also set forth any activities that it
intends to carry out in furtherance of such purpose or purposes;
provided that this subparagraph shall not be interpreted to require that
the certificate of incorporation set forth such activities or otherwise
state how the corporation's purposes will be achieved.

(2-b) If it is not formed to engage in any activity or for any purpose
requiring consent or approval of any state official, department, board,
agency or other body, a statement that no such consent or approval is
required. Such statement shall be deemed conclusive for purposes of
filing by the department of state. If subsequent to submitting the
certificate of incorporation for filing, the corporation plans to engage
in any activity requiring consent or approval pursuant to section 404
(approvals, notices and consents) of this chapter, the corporation shall
obtain such consent or approval and accordingly amend its certificate of
incorporation pursuant to article eight of this chapter.

(3) The county within the state in which the office of the corporation
is to be located. It may also set forth the post office address of an
office without the state, at which, pursuant to section 621 (Books and
records; right of inspection; prima facie evidence), the books and
records of account of the corporation shall be kept.

(4) The names and addresses of the initial directors.

(5) The duration of the corporation if other than perpetual.

(6) 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.

(7) 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

(8) The statements, if any, with respect to special not-for-profit
corporations required under article 14 (Special not-for-profit

(b) If the certificate is for the incorporation of an existing
unincorporated association or group it shall have annexed thereto an
affidavit of the subscribers of such certificate stating that they
constitute a majority of the members of a committee duly authorized to
incorporate such association or group.

(c) The certificate of incorporation may set forth any provision, not
inconsistent with this chapter or any other statute of the state, which
provision is (1) for the regulation of the internal affairs of the
corporation, including types or classes of membership and the
distribution of assets on dissolution or final liquidation, or (2)
required by any governmental body or officer or other person or body as
a condition for giving the consent or approval required for the filing
of such certificate of incorporation.