Article of association certificate sample for new york
Here is a sample Article of Association for a corporation formed in the State of New York:
ARTICLE OF ASSOCIATION
OF
[Name of Corporation]
A Corporation organized under the Business Corporation Law of the State of New York
ARTICLE I - NAME
The name of this corporation is [Name of Corporation].
ARTICLE II - PURPOSE
The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the Business Corporation Law of the State of New York.
ARTICLE III - POWERS
The corporation shall have the power to:
- To acquire, own, lease, and dispose of property, real and personal;
- To borrow money and issue its notes, bonds, and other evidences of indebtedness;
- To enter into contracts and agreements;
- To sue and be sued in its corporate name;
- To elect and appoint officers, agents, and employees;
- To fix the compensation of its officers, agents, and employees;
- To adopt and amend its bylaws;
- To exercise all powers granted to corporations under the Business Corporation Law of the State of New York.
ARTICLE IV - CAPITAL STOCK
The corporation shall have the power to issue shares of capital stock, which shall be divided into classes, with such rights, preferences, and limitations as shall be determined by the Board of Directors.
ARTICLE V - BOARD OF DIRECTORS
The corporation shall be managed by a Board of Directors, which shall consist of [number] directors. The directors shall be elected by the shareholders at the annual meeting of shareholders, and shall serve for a term of [number] years.
ARTICLE VI - OFFICERS
The corporation shall have the following officers:
- A President;
- A Secretary;
- A Treasurer;
- Such other officers as the Board of Directors may determine.
ARTICLE VII - BYLAWS
The corporation shall adopt and amend its bylaws, which shall be consistent with the laws of the State of New York and the Certificate of Incorporation.
ARTICLE VIII - SHAREHOLDERS
The corporation shall have the power to issue shares of capital stock to its shareholders, who shall have the right to vote on matters submitted to them, and to receive dividends and distributions as determined by the Board of Directors.
ARTICLE IX - INDEMNIFICATION
The corporation shall indemnify its directors, officers, and employees against certain liabilities and expenses, as provided by the Business Corporation Law of the State of New York.
ARTICLE X - AMENDMENTS
The Certificate of Incorporation and the bylaws of the corporation may be amended by the shareholders or the Board of Directors, as provided by the Business Corporation Law of the State of New York.
IN WITNESS WHEREOF
We, the undersigned incorporators, do hereby certify that the above Article of Association is the original and only instrument of incorporation of [Name of Corporation], and that it has been executed by us on behalf of the corporation on [date].
INCORPORATORS
[Signature of Incorporators]
STATE OF NEW YORK
COUNTY OF [COUNTY]
On [date], before me, the undersigned authority, personally appeared [Name of Incorporators], who acknowledged that they executed the foregoing Article of Association as incorporators of [Name of Corporation], for the purposes and with the effect stated therein.
NOTARY PUBLIC
[Signature of Notary Public]
RESIDENCE
[City and State]
DATE
[Date]
Please note that this is just a sample and you should consult with an attorney to ensure that your Article of Association is compliant with the laws of the State of New York and meets your specific needs.