N.Y. Not-for-Profit Corporation Law § 104: Certificates; requirements, signing, filing, effectiveness

§ 104. Certificates; requirements, signing, filing, effectiveness.

(a) Every certificate or other instrument relating to a domestic or

foreign corporation which is delivered to the department of state for

filing under this chapter, other than a certificate of existence under

section 1304 (Application for authority; contents), shall be in the

English language, except that the corporate name may be in another

language if written in English letters or characters.

(c) Whenever such instrument is required to set forth the date of

incorporation or the date when a certificate of incorporation was filed,

the original certificate of incorporation 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.

(d) Every such certificate required under this chapter to be signed

and delivered to the department of state shall, except as otherwise

specified in the section providing for such certificate, be signed

either by an officer, director, attorney-in-fact or duly authorized

person and include the name and the capacity in which such person signs

such certificate.

(e) If an instrument which is delivered to the department of state for

filing complies as to form with the requirements of law and there has

been attached to it the consent or approval of the supreme court

justice, governmental body or officer, or, other person or body, if any,

whose consent to or approval of such instrument or the filing thereof is

required by any statute of this state and the filing fee and tax, if

any, required by any statute of this state in connection therewith have

been paid, the instrument shall be filed and indexed by the department

of state. 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 department of state

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. Without

limiting the effect of section four hundred three of this chapter,

filing and indexing by the department of state shall not be deemed a

finding that a certificate conforms to law, nor shall it be deemed to

constitute an approval by the department of state of the name of the

corporation or the contents of the certificate, nor shall it be deemed

to prevent any person with appropriate standing from contesting the

legality thereof in an appropriate forum.

(f) Except as otherwise provided in this chapter, such instrument

shall become effective upon the filing thereof by the department of

state.

(g) The department shall make, certify and transmit electronically a

copy of each such instrument to the clerk of the county in which the

office of the domestic or foreign corporation is or is to be located.

The county clerk shall file and index such copy.