New York Corporation Law

New York Business Corporation Law defines “Corporation” or “Domestic Corporation” as a corporation for profit other than a corporation which may be formed under the cooperative corporations’ law.  One or more natural persons of the age of eighteen years or over may act as incorporators of a corporation. A corporation may be formed for any lawful business purpose or purposes

A corporation has perpetual duration and succession in its corporate name.  It has the same powers as a natural person to do all things necessary to carry out its business.  Name of a corporation shall contain the word “corporation”, “incorporated”, “company” or “limited” or the abbreviation “corp.”, “inc.”, “co.” or “ltd.” or abbreviations of such words.

The corporate existence of a corporation begins when the certificate of incorporation is filed with the Department of State.  After incorporation the incorporators shall hold a meeting within or without the state of New York, to complete the organization of the corporation.  During the meeting bylaws are adopted and directors are elected to hold office until the first annual meeting of shareholders.  The organizational meeting also carries on any other business brought before the meeting.

The by-laws may contain any provision relating to the business of the corporation, the conduct of its affairs, its rights or powers or the rights or  powers  of  its  shareholders, directors  or  officers.  Bylaws shall not be inconsistent with the certificate of incorporation or the laws of the state of New York.

All corporate powers shall be exercised by or under the authority of its board of directors.  The authority of the board of directors shall be subject to any limitation set forth in the certificate of incorporation.

The board of directors shall consist of one or more members. The number of directors constituting the board may be fixed by the bylaws, or by action of the shareholders or of the board under the specific provisions of a by-law adopted by the shareholders.  If not otherwise, the number shall be one.

The certificate of incorporation shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue.  If more than one class of shares is authorized the certificate of incorporation shall prescribe a distinguishing designation for each class.

A corporation may hold the annual shareholders’ meeting in or outside the state of New York at the place and on a date stated in or fixed in accordance with the bylaws.  If no place is stated in or fixed in accordance with the bylaws, the corporation shall hold the annual meeting at its Corporation office.  A failure to hold the annual meeting on the date so fixed or to elect a sufficient number of directors to conduct the business of the corporation shall not work forfeiture or give cause for dissolution of the corporation.

To learn more about New York corporations, please visit the New York Department of State Corporations Division website.


Inside New York Corporation Law