N.Y. Banking Law § 4001: Incorporation; organization certificate; amount of capital stock

§ 4001. Incorporation; organization certificate; amount of capital

stock. When authorized by the superintendent as provided in article two

of this chapter, five or more persons may incorporate a bank or trust

company, a stock-form savings bank, a stock-form savings and loan

association, a safe deposit company or an investment company. Such

persons shall subscribe and acknowledge an organization certificate in

duplicate which shall specifically state:

1. The name by which the corporation is to be known.

2. The place where its office is to be located.

3. The amount of its authorized capital stock, the number of shares

into which such capital stock shall be divided and the par value of the

shares, which capital stock shall amount to not less than the minimum

amount prescribed by the superintendent of financial services, nor more

than the aggregate of (a) the amount of capital stock the corporation

expects to sell in its initial offering of shares and (b) such

additional amount as may be approved by the superintendent of financial

services.

4. If the shares are to be classified:

(a) The number of shares to be included in each class and the par

value of the shares;

(b) The designation of each class and the relative rights, preferences

and limitations of the shares of each class;

(c) The number of shares of common stock, if any, which are to be

reserved for issuance in exchange for preferred shares or otherwise to

replace any capital stock represented by preferred shares.

5. The names and places of residence of the incorporators and, in the

case of banks, trust companies and safe deposit companies, the

citizenship of the incorporators.

6. Its duration if other than perpetual.

7. The number of its directors or that the number of directors shall

not be less than a stated minimum nor more than a stated maximum. Such

number, or the minimum and the maximum stated, shall be within the

limitations prescribed by section seven thousand two of this article.

8. The names of the incorporators who shall be its directors until the

first annual meeting of stockholders. The incorporators named as

directors must possess the qualifications of directors as to citizenship

and residence specified in section seven thousand one of this article;

and the certificate of a safe deposit company shall recite that such

qualifications are possessed by such incorporators.

9. In the case of a trust company, that the proposed corporation is to

exercise the powers conferred by section one hundred of this chapter, if

the proposed corporation desires to exercise such powers in addition to

the other powers conferred upon banks and trust companies in article

three of this chapter.

No corporation shall be authorized to exercise the powers set forth in

section one hundred of this chapter unless its capital stock shall

amount to not less than the amounts prescribed by the superintendent of

financial services.