uabb domain was triggered too early. This is usually an indicator for some code in the plugin or theme running too early. Translations should be loaded at the init action or later. Please see Debugging in WordPress for more information. (This message was added in version 6.7.0.) in /var/www/sites/lawfirmbackup_200125/wordpress/wp-includes/functions.php on line 6131What are the rules governing the formation of a corporation in New York State? In this article, a New York corporate law attorney will explain what you’ll need to do to register a business or limited liability company in the state of New York.<\/p>\n
The New York Business Corporation Law<\/a> (“BCL”) prescribes certain formalities which must be adhered to when forming a corporation in the State of New York. At least one person aged 18 or older is necessitated for this purpose. The incorporators must sign a certificate of incorporation so that it may be delivered to the New York Department of State, which is responsible for filing it. It is at this point that a corporation comes into existence. Subsequently, the incorporators are expected to hold an organizational meeting for the purpose of adopting the corporation’s bylaws and electing its first directors.<\/p>\n The words “corporation,” “incorporated” or “limited” \u2013 or an abbreviation of these – must be included in the corporation’s name. It is insufficient to include the word “company” in the corporation title. The name cannot be identical to that of another domestic or foreign corporation, or be similar enough that the possibility of confusion arises. It also may not include a word or phrase which is proscribed by statute or which implies that it wields power or has a purpose which it lacks. For example, an incorporated lawyer’s office may use the term “lawyer,” but this cannot be employed by a corporation not engaging in this profession. Using a name with intent to deceive may constitute a misdemeanor and will be enjoined.<\/p>\n Application to reserve a name for up to 60 days may be made to the New York Department of State. Two separate 60 day extensions may be applied for if good cause is demonstrated in an affidavit.<\/p>\n As a rule, corporations which do business in New York State must adhere to the same rules as domestic ones. Interestingly, a foreign corporation which does not meet the BCL’s standards for acceptability of its corporate name may submit an application for a fictitious name under which it will conduct business in the state.<\/p>\n The BCL allows a corporation to be formed for “any lawful purpose,” excluding one which is reserved to corporations that must be formed under another NY state statute, such as that pertaining to railroads, banking, transportation and insurance. Unlike, for example, an Israeli company, a corporation may not employ this catch all phrase in its incorporation – the certificate of incorporation may not include a clause stating that its purpose of formation is “to engage in any lawful act or activity for which corporations may be organized”. Yet, the BCL makes no requirement that the certificate of incorporation enumerate the corporation’s powers.<\/p>\n The county in New York of the “office of corporation” must be stated. The “office of corporation” references the office mentioned in the certificate of incorporation and need not be a place of business.<\/p>\n The certificate of incorporation must set forth the following:<\/p>\n 1)\u00a0 \u00a0 \u00a0 Authorized shares <\/em>– The aggregate number of shares authorized to be issued with a statement stating either their par value or its absence;<\/p>\n 2)\u00a0 \u00a0 \u00a0 Share classes <\/em>– If shares are to be divided into classes, the number of each class, a statement either of the par value or its absence and statements of designations, relative rights, preferences and limitations of shares of each class;<\/p>\n 3)\u00a0 \u00a0 \u00a0 Preferred shares<\/em><\/a> \u2013 If preferred shares are to be issued in series, there must be a statement of variations in the series, a statement of the board’s authority, if any, to establish and designate series and fix variations between them, and a statement of any limitations to the board’s authority to change the number of shares of any series of preferred shares;<\/p>\n 4)\u00a0 \u00a0 \u00a0 Preemptive rights<\/em> \u2013 For corporations existing as of February 22, 1998, provisions limiting or denying preemptive rights must be set forth.<\/p>\n The New York Secretary of State must be designated for purposes of service of process<\/a>. It should be noted that the secretary is the agent for service of process involving domestic and foreign corporations even in the absence of an express designation being made.<\/p>\n
<\/p>\nWhat may constitute the corporation\u2019s name?<\/u><\/h4>\n
How do these rules apply to foreign corporations?<\/u><\/h4>\n
Corporate purpose<\/u><\/h4>\n
Corporate office<\/u><\/h4>\n
Authorized shares<\/u><\/h4>\n
Who is the designate for service of process?<\/u><\/h4>\n
What is the status of a registered agent?<\/u><\/h4>\n