1

Statutes Concerning Fees.

L. 1892, c. 683, § 26, provides that among other fees the Secretary of State shall collect the following:

Searching the records in his office for any one year and for every other year in which such search is made, six cents.

For a copy of any paper or record not required to be certified or otherwise authenticated by him, ten cents per folio.

For a certified or exemplified copy of any law, record or paper, fifteen cents per folio, and one dollar additional for the certificate under seal of his office, attached thereto. (Amended by L. 1904, c. 36.)

For a certificate under the great seal of the State, one dollar.

For recording a certificate, notice or other paper required to be recorded, except as otherwise provided by this section, fifteen cents per folio.

For a certificate under chapter two hundred and one, of the Laws of eighteen hundred and ninety-nine, ten dollars.

For filing and recording the original certificate of incorporation of a railroad corporation for the construction of a railroad in a foreign country, fifty dollars; for filing the original certificates of every other railroad corporation, twenty-five dollars; for filing the original certificate of any other stock corporation, ten dollars; for filing any original certificate of incorporation drawn under article two of the Membership Corporations Law, ten dollars. Am'd L. 1897, c. 411.

For filing the certificate of a foreign corporation desiring to do business in the State, ten dollars.

Section 3304 of the Code of Civil Procedure contains the following:

A county clerk is entitled, for the services specified in this section, except where another fee is allowed therefor by special statutory provision, to the following fees:

*

For a copy of an order, record or other paper, entered or filed in his office, eight cents for each folio.

*

For recording any instrument, which must or may legally be recorded by him, ten cents for each folio.

*

*

*

For filing any paper required by law to be filed in his office, other than as expressly provided for in this section, six cents.

For the amount of organization and license tax payable to the state treasurer, see pages 114 and 115.

Extract from the Constitution of the State of
New York.

ARTICLE VIII.

§ 1. Corporations may be formed under general laws; but shall not be created by special act, except for municipal purposes, and in cases where, in the judgment of the legislature, the objects of the corporation cannot be attained under general laws. All general laws and special acts passed pursuant to this section may be altered from time to time or repealed.

§ 2. Dues from corporations shall be secured by such individual liability of the corporators and other means as may be prescribed by law.

§ 3.

* *

*

all corporations shall have the right to sue and shall be subject to be sued in all courts in like cases as natural persons.

FORMS.

I.

Certificate of Incorporation.

CERTIFICATE OF INCORPORATION OF THE

COMPANY.

We, the undersigned, desiring to form a corporation under the laws of the State of New York, pursuant to the provisions of The Business Corporations Law, all being of full age, and at least twothirds being citizens of the United States, and at least one of us a resident of the State of New York, do hereby certify:

1. The name of the proposed corporation is

2. The purpose [or purposes] for which it is to be formed is [are] [here fully describe nature of business.]

3. The amount of capital stock is

dollars is common stock [and

dollars, of which dollars is

preferred stock]. [State character of preferred stock, if any.]

4. The number of shares of which the capital stock shall consist is [par value of shares must not be less than five dollars nor more than one hundred dollars each], and the amount of capital with which said corporation will begin business is [not less than five hundred] dollars.

5. The location of its principal business office is to be in the borough of of in the county

of

7. The number of its directors is to be [any number not less than three.]

8. The names and post-office addresses of the directors for the first year are as follows:*

NAMES.

POST-OFFICE ADDRESSES.

* See notes to § 2, subd. 7, Business Corporations Law, ante, page 4.

9. The names and post-office addresses of the subscribers of this certificate and a statement of the number of shares of stock which each agrees to take in the corporation are as follows:

NAMES.

POST-OFFICE ADDRESSES.

SHARES SUBSCRIBED.

66

(The certificate may also contain any other provision for the regulation of the business and the conduct of the affairs of the corporation and any limitation upon its powers and upon the powers of its directors and stockholders which does not exempt them from any obligation or from the performance of any duty imposed by law." See § 2, subd. 9, Business Corporations Law, ante. Directors need not be stockholders if the certificate or a stockholders' by-law so provide. See page 33, ante. Stock issued for the purchase of property may be authorized by the certificate. See § 42, Stock Corporation Law, page 51, ante. As to holding stock and bonds of other corporations, see § 40, idem, page 49.)

IN WITNESS WHEREOF, we have made, signed and acknowledged this certificate this 190.

day of

came [insert names of above subscribers], to me known, and known to me to be the individuals described in and who executed the foregoing certificate, and they severally acknowledged to me that they executed the same.

[Signature of Notary.]

The certificate of incorporation must be filed and recorded in the office of the Secretary of State, and a certified copy or duplicate original thereof must be filed and recorded in the office of the clerk of the county where the principal place of business of the corporation is located.

If the certificate is to be recorded elsewhere than in the county where it is executed, the county clerk's certificate of the authority of the notary taking the acknowledgment should be attached to it. See ante, pages 2, 3, 4 and 5; also § 62, Stock Corporation Law. In case it is desired to form a full liability corporation, the words “full liability” may be inserted in the first paragraph of the above form before the word corporation.

II.

Certificate of Payment of One-half Capital Stock.* STATE OF NEW YORK,

We, the undersigned, a majority of the directors of the Company, do hereby certify:

That the amount of the capital stock of said corporation is dollars, and that one-half thereof has been paid in, of which the amount of dollars was issued for property purchased.

That payment of said one-half of said capital stock was made within one year from the incorporation of said company, and within thirty days preceding the date of the execution and acknowledgment of this certificate.

(See § 42, Stock Corporation Law, page 51, ante.)

IN WITNESS WHEREOF, we have executed this certificate this day of

190 .

ally came, [insert names of directors signing certificate], to me known, and known to me to be the individuals described in and who executed the foregoing certificate, and they severally acknowledged to me that they executed the same.

STATE OF NEW YORK,

County of

SS.:

[Signature of Notary.]

[Insert names of president (or vice-president) and secretary (or treasurer)], being severally duly sworn, each for himself deposes and says that he, the said

is the

of the

Company, and that he, the said

is the

thereof,

and that the statements contained in the foregoing certificate are true.