What is the proper sequence to form a New York corporation?

• A. Corporator files with the Department of State, then holds organizational meeting, then delivers to the Department of State
• B. Corporator holds organizational meeting, then files with the Department of State, then delivers to the Department
• C. Corporator executes the certificate of incorporation and delivers it to the Department of State; the Department reviews and files; the incorporator holds an organizational meeting
• D. Department of State files the certificate and notifies the incorporator

Answer: (C)

Starting a New York corporation hinges on filing the certificate of incorporation with the Department of State, which creates the corporation, and then holding the initial organizational meeting to adopt bylaws and appoint officers. The correct sequence is for the incorporator to execute the certificate and deliver it to the Department of State for filing; the Department reviews and files the certificate; after filing, the incorporator holds the organizational meeting. This order makes sense because the corporate existence doesn’t begin until the certificate is filed, and only after that filing can the board take official actions at the organizational meeting. The other sequences misplace the organizational meeting relative to the filing or imply actions the state hasn’t processed yet.