N.Y. Banking Law § 25: Authorization certificate; when and to whom issued; contents; filing and recording

§ 25. Authorization certificate; when and to whom issued; contents;

filing and recording. 1. If the superintendent shall find that a

corporation or private banker, the certificate of which has been

approved and filed as provided in section twenty-four of this article,

has in good faith complied with all the requirements of law and

fulfilled all the conditions precedent to commencing business imposed by

this chapter, the superintendent shall, within ninety days after the

date of such approval, issue and execute under the official seal of the

department, in triplicate, an authorization certificate to the person or

persons named in such organization certificate or private banker's

certificate. Notwithstanding the preceding sentence, if the

superintendent determines it is consistent with the declaration of

policy contained in section ten of this article, the superintendent may

extend the period within which the superintendent may issue the

authorization certificate by (i) an additional ninety days, provided,

however, that he or she shall have determined that such extension of

time is needed for raising capital, for fulfilling any other condition

precedent to the commencement of business or for satisfying any other

requirement of organization, whether imposed by statute or regulation or

otherwise, or (ii) such longer period of time as he or she shall deem

appropriate, provided, however, that he or she shall have determined

that extraordinary circumstances exist. Such authorization certificate

shall state that the corporation or private banker named therein has

complied with the provisions of this chapter and that it is authorized

to transact the business specified therein. Such authorization

certificate shall be conclusive evidence that all conditions precedent

have been fulfilled and that the corporation has been formed under this

chapter, except in an action or special proceeding brought by the

superintendent or the attorney general. The superintendent shall cause

one of the triplicate authorization certificates to be transmitted to

the corporation or private banker thereby authorized to commence

business, another to be filed in the office of the department, and the

third to be filed in the county clerk's office in which the organization

certificate or the private banker's certificate has been filed. The

copies of the authorization certificate filed in the offices of the

superintendent and the county clerk shall be attached to the copies of

the organization certificate or private banker's certificate previously

filed and such certificates shall be recorded in the records of

incorporation therein.

2. Any corporation which shall not receive an authorization

certificate within the time period provided by subdivision one of this

section shall forfeit its rights and privileges as a corporation and its

corporate powers shall cease and determine.

3. Any corporation which shall not commence business within six months

after the date on which its authorization certificate is issued by the

superintendent shall forfeit its rights and privileges as a corporation

and its corporate powers shall cease and determine unless the time

within which such business may be commenced has been extended by the

superintendent. Upon satisfactory cause being shown, the superintendent

may grant one or more extensions. Such extension shall be granted by

order executed, transmitted and filed in the manner provided for an

authorization certificate in subdivision one of this section.