What information must a Certificate of Incorporation include when forming a corporation?

• A. Certificate of Incorporation must include the corporate name, county where the office is located, corporate purpose, information about shares to be issued, duration if not perpetual, and designation for agent for service of process.
• B. A list of all officers and directors.
• C. A description of proposed merger plans with other corporations.
• D. Names of all shareholders and their initial share allocations.

Answer: (A)

In New York, the Certificate of Incorporation must set out the basic facts that identify the company and its fundamental structure. Specifically, it must include the corporate name, the county where the principal office is located, the corporate purpose, the number and type of shares the corporation is authorized to issue (and the par value if any), the duration if the corporation is not perpetual, and the designation of the agent for service of process. These items establish who the corporation is, where it’s located, what it intends to do, its capital structure, how long it will exist, and who will receive and handle legal notices. Other items like the officers and directors, proposed merger plans, or the names and initial allocations of all shareholders are governance or future-facing details and are not required in the Certificate of Incorporation.