N.Y. Banking Law 9003 – Certificates; requirements, signing, filing, effectiveness
§ 9003. Certificates; requirements, signing, filing, effectiveness. 1. Every certificate or other instrument relating to a corporation or a 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 9003
- 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 mutual savings banks, mutual savings and loan associations, mutual holding companies and credit unions. See N.Y. Banking Law 9001
- Oath: A promise to tell the truth.
- 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 9001
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.
4. Every such instrument required under this chapter to be signed and delivered to the superintendent, except as otherwise provided in the section providing for such instrument, shall 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 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 the 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 shareholder 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. 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.