Organizational Action by Sole Incorporator
(NY Corporation)

Summary

This Organizational Action by Sole Incorporator (NY Corporation) template adopts the bylaws and appoints the initial directors for a New York corporation. This template contains drafting notes and practical guidance. Pursuant to New York’s Business Corporation Law, after the corporate existence has begun, which will occur once its certificate of incorporation has been filed and accepted by the New York Department of State, an organizational meeting must be held. The organizational meeting is a meeting at which the incorporator(s) or the initial director(s) complete the organization of the corporation. This template is intended for use when initial directors have not been named in the articles of incorporation. In such case, the incorporator is responsible for taking the next step toward the completion of the organization of the corporation. This template assumes there is one incorporator. Specifically, the incorporator shall hold an organizational meeting for the purposes of adopting bylaws, electing directors, doing any other or further acts to perfect the organization of the corporation, and transacting such other business as may come before the meeting. See N.Y. Bus. Corp. Law § 404(a). Any action permitted to be taken at the organization meeting of the incorporator may be taken without a meeting if the sole incorporator or his attorney-in-fact signs an instrument which states the action taken. See N.Y. Bus. Corp. Law § 404(b). For a full listing of key content for in-house counsel and corporate secretaries when performing corporate functions, see In-House Corporate Secretary Resource Kit. For a full listing of key content covering New York corporate formation, organization, maintenance, ownership, management, and dissolution, see Corporation Resource Kit (NY). For more information, see Formation and Qualification (NY Corporation) and Formation Checklist (NY Corporation). For a template for use when initial directors have been named in the certificate of incorporation, see Unanimous Written Consent of the Board of Directors in Lieu of Organizational Meeting (NY Corporation).