Legal Question in Business Law in New York

incorporating w/o an attorney...liability of directors?

I want to file a certificate of incorporation for a business I'm starting, but I do not want to/cannot afford to use an attorney. The boilerplate does not mention anything about liability of directors.

I presume by default directors are not liable for the coporation's actions/debts/liabilities (as long as no co-mingling, fraud, lawbreaking).

The NYS DOS site says

''A certificate of incorporation may also contain information regarding the internal affairs of the corporation or regarding the liability of directors. If you wish to add these provisions, you may purchase a form in a legal stationery store suitable for this purpose.''

Should I track down a different form to add some provision regarding the liability of directors? What should the provision say? Is something like this sufficient:

''Elimination of Certain Liability of Directors. A director of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the General Corporation Law of the State of New York as the same exists or may hereafter be amended.''

It's a housecleaning biz. Thanks


Asked on 3/18/05, 8:24 am

2 Answers from Attorneys
Robert DiPaolo The Fidelis Group, LLC

Re: incorporating w/o an attorney...liability of directors?

If you send me via email ([email protected]) what you have done to date, I will review what you have done, provide you with standard language with respect to director liability, and tell you how to file the certificate of incorporation with the State of New York on your own, for the cost of my time, which should be approximately 1 hour.

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Answered on 3/18/05, 8:53 am
Walter LeVine Walter D. LeVine, Esq.

Re: incorporating w/o an attorney...liability of directors?

AS AN ALTERNATIVE TO BOB'S RESPONSE, YOU COULD GET A FORM AT ANY OFFICE SUPPLY STORE (STAPLES, OFFICE MAX, OFFICE DEPOT, ETC.), WHICH SHOULD HAVE THE LANGUAGE YOU NEED. COMPLETE THE FORM AND SUBMIT IT FOLLOWING THE INSTRUCTIONS AT THE NY WEB SITE.

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Answered on 3/18/05, 12:48 pm


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