N.Y. Banking Law § 1003: Certificates; requirements, signing, filing, effectiveness

§ 1003. Certificates; requirements, signing, filing, effectiveness. 1.

Every certificate or other instrument relating to a corporation or

foreign corporation which is delivered to the superintendent for filing

under this chapter shall be in the English language, except that the

corporate name may be in another language if written in English letters

or characters.

2. Whenever such instrument is required to set forth an address, it

shall include the street and number, or other particular description

instead of a street and number. This requirement does not apply where a

post office address is specified to be set forth.

3. Whenever such instrument is required to set forth the date when an

organization certificate was filed by the superintendent, the original

organization certificate is meant. This requirement shall be satisfied,

in the case of a corporation created by special act, by setting forth

the chapter number and year of passage of such act.

4. Every such instrument required under this chapter to be signed and

delivered to the superintendent shall, except as otherwise specified in

the section providing for such instrument, be signed either (a) by the

holders of all outstanding shares entitled to vote thereon, or (b) by

the chairman of the board, the president or a vice president and by the

secretary or an assistant secretary or, in the case of a corporation

which does not have a secretary or an assistant secretary, by the

cashier or an assistant cashier or (c) if there are no such officers, by

a majority of the directors or such directors as are designated by a

majority of the directors in office, or (d) if also there are no

directors, by the holders, or such of them as are designated by the

holders, of record of a majority of all outstanding shares, entitled to

vote thereon, or (e) if also there is no stockholder of record, by a

subscriber for shares whose subscription has been accepted or his

successor in interest, or (f) if also no subscription for shares has

been accepted, by an incorporator or anyone acting in his stead under

subdivision three of section six thousand fifteen. His name and the

capacity in which any person signs such instrument shall be stated

beneath or opposite his signature. The person signing such instrument,

or if more than one person signs it, one of such persons shall verify or

acknowledge the instrument if required by the section providing for such

instrument.

5. No such instrument shall be filed unless it shall have endorsed

thereon the approval of the superintendent. No certificate of

authentication or conformity or other proof shall be required with

respect to any verification, oath or acknowledgment of any instrument

delivered to the superintendent under this chapter, if such

verification, oath or acknowledgment purports to have been made before a

notary public, or person performing the equivalent function, of one of

the states, or any subdivision thereof, of the United States or the

District of Columbia.

6. Except as otherwise provided in this chapter, such instrument shall

become effective upon the filing thereof by the superintendent.

7. The superintendent shall make, certify and transmit a copy of each

such instrument to the clerk of the county in which the office of the

corporation or foreign corporation is or is to be located. The county

clerk shall file and index such copy.