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.
Terms Used In N.Y. Banking Law 1003
- board: means "board of directors". See N.Y. Banking Law 1001
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: means and includes all banks, trust companies, safe deposit companies, investment companies, mutual trust investment companies, and, to the extent not provided otherwise under any regulation of the superintendent of financial services promulgated pursuant to the provisions of section fourteen-e of this chapter, stock-form savings banks and stock-form savings and loan associations. See N.Y. Banking Law 1001
- Foreign corporation: means a corporation which is licensed by the superintendent under the provisions of article two of this chapter to do business in this state or is applying for such license and a corporation authorized to conduct business in this state pursuant to article five-C of this chapter or is applying for such authorization. See N.Y. Banking Law 1001
- Oath: A promise to tell the truth.
- Office: means in the case of a bank or trust company its principal office, in the case of a safe deposit company, investment company or mutual trust investment company, its principal place of business and in the case of a foreign corporation the place of business designated in its license or its authorization pursuant to article five-C of this chapter, as the case may be, for the oldest agency or branch in this state of such foreign corporation. See N.Y. Banking Law 1001
- Organization certificate: includes (a) the original organization certificate or any other instrument filed or issued under any statute to form a corporation or foreign corporation, as amended, supplemented or restated by certificates of amendment, merger or consolidation or other certificates or instruments filed or issued under any statute; or (b) a special act or charter creating a corporation or foreign corporation, as amended, supplemented or restated by special acts or by certificates of amendment, merger or consolidation or other certificates or instruments filed or issued under any statute. See N.Y. Banking Law 1001
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.