New York Articles of Incorporation with Indemnification

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Multi-State
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US-CC-17-124C
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Word; 
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This sample form, a detailed Articles of Incorporation, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.

The New York Articles of Incorporation with Indemnification are legal documents that serve as the foundation of a corporation's existence. These articles are mandatory and required to be filed with the New York Department of State when incorporating a business in the state. They outline important information about the corporation and its internal operations, including provisions for indemnification. Indemnification, in the context of these articles, refers to the protection and compensation of corporate directors, officers, and employees who may incur legal expenses or liabilities while acting on behalf of the corporation. It helps to safeguard these individuals from personal financial loss arising from lawsuits or legal disputes related to their corporate duties. The New York Articles of Incorporation with Indemnification typically include key details such as the corporation's name, purpose, duration, registered office address, registered agent, and the number and type of shares it is authorized to issue. They also specify the powers and limitations of the corporation, its board of directors, and management. There are various types of New York Articles of Incorporation with Indemnification, each tailored to meet specific needs or circumstances. Some common variations include: 1. Standard Articles of Incorporation with Indemnification: These articles contain the basic provisions required by the New York State Business Corporation Law (BCL) and include indemnification clauses for corporate directors, officers, and employees. 2. Enhanced Articles of Incorporation with Indemnification: These articles provide additional or expanded indemnification protections beyond the standard provisions mandated by the BCL. They may offer broader coverage or include specific provisions addressing certain indemnification scenarios. 3. Nonprofit Articles of Incorporation with Indemnification: These articles are specifically designed for nonprofit corporations in New York. They incorporate the necessary provisions for nonprofit organizations to indemnify their directors, officers, and employees within the legal constraints of the New York Not-For-Profit Corporation Law. 4. Professional Corporation Articles of Incorporation with Indemnification: These articles apply to professional corporations, such as those formed by licensed professionals like doctors, lawyers, or accountants. They include indemnification provisions specific to professional services and comply with the requirements of the New York Education Law and applicable professional licensing boards. In summary, the New York Articles of Incorporation with Indemnification are crucial legal documents that establish a corporation's presence in the state and lay out provisions for protecting its directors, officers, and employees. These articles can vary depending on the specific type of corporation, such as standard, enhanced, nonprofit, or professional corporation, and should be customized to address the unique requirements and circumstances of each entity.

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FAQ

New York's General Obligations Law §5-322.1 prohibits enforcement of an indemnification agreement for damage arising ?out of bodily injuries to persons or damage to property contributed to, caused by, or resulting from the negligence of the promisee, his agents or employees, or indemnitee, whether such negligence be in ...

The GOL§ 5-322.1 prohibits a party involved in the construction, alteration, maintenance or repair of a building from contracting with another to indemnify or hold it harmless for injuries arising out of its own negligence.

New York Consolidated Laws, General Obligations Law - GOB § 5-324. Agreements by owners, contractors, subcontractors or suppliers to indemnify architects, engineers and surveyors from liability caused by or arising out of defects in maps, plans, designs and specifications void and unenforceable.

Section 5-1511 of the General Obligations Law describes the manner in which you may revoke your Power of Attorney, and the events which terminate the Power of Attorney. A sample revocation of a Power of Attorney is annexed hereto as Appendix B.

Under New York law, quasi-contractual obligations are imposed by law, where there has been no agreement by the parties, to assure a just and equitable result. Common law indemnification typically applies when, by operation of law, one is held responsible for another's actions due to their relationship.

No person shall, directly or indirectly, take or receive more than fifty cents for a brokerage, soliciting, driving or procuring the loan or forbearance of one hundred dollars, and in that proportion for a greater or less sum, except loans on real estate security; nor more than thirty-eight cents for making or renewing ...

A legal term that means one party agrees to compensate another party for loss or damage that has already occurred, or guarantees, through a contractual agreement, to repay another party for loss or damage that occurs in the future. Indemnification clauses are common in corporations and LLCs.

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Jul 1, 2023 — New York LLC defend, indemnify, and hold harmless LLC Members/Managers. What does this mean? We break it down piece by piece at LLCU®. THIS INDEMNIFICATION AGREEMENT, dated as of January 1, 2004 (this “Agreement”), is made by and between Westwood Management Corp., a New York corporation (the “ ...8.3. The Company hereby agrees to fully indemnify, hold harmless and exonerate Indemnitee from any claims for contribution which may be brought by officers, ... Mar 1, 2023 — Complete the Articles of Incorporation for your business using our easy online forms. Quickly print or download for free. Complete and file the Certificate of Incorporation with the Department of State. The completed Certificate of Incorporation, together with the statutory ... The Corporation shall have an Audit Committee if it is required to file an independent certified public accountant's audit report with the Attorney General ... -york-llc/forms/ To form an LLC in New York, file your Articles of Organization with the Department of State. You can file your New York LLC ... Feb 9, 2021 — This article is part one in a two-part series that will consider the principal protections that may be utilized to protect Ds&Os against ... Section 723 - Payment of indemnification other than by court award (a) A person who has been successful, on the merits or otherwise, in the defense of a ... The indemnification and advancement of expenses granted pursuant to, or provided by, this article shall not be deemed exclusive of any other rights to which ...

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New York Articles of Incorporation with Indemnification