§ 4001 — Incorporation; organization certificate; amount of capital stock

New York § 4001

• Jurisdiction: New York
• Law BNK: Banking
• Title 4: Formation of Corporations
• Art. 15: General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies

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§ 4001. Incorporation; organization certificate; amount of capital\nstock. When authorized by the superintendent as provided in article two\nof this chapter, five or more persons may incorporate a bank or trust\ncompany, a stock-form savings bank, a stock-form savings and loan\nassociation, a safe deposit company or an investment company. Such\npersons shall subscribe and acknowledge an organization certificate in\nduplicate which shall specifically state:\n 1. The name by which the corporation is to be known.\n 2. The place where its office is to be located.\n 3. The amount of its authorized capital stock, the number of shares\ninto which such capital stock shall be divided and the par value of the\nshares, which capital stock shall amount to not less than the minimum\namount prescribed by the superintendent of financial services, nor more\nthan the aggregate of (a) the amount of capital stock the corporation\nexpects to sell in its initial offering of shares and (b) such\nadditional amount as may be approved by the superintendent of financial\nservices.\n 4. If the shares are to be classified:\n (a) The number of shares to be included in each class and the par\nvalue of the shares;\n (b) The designation of each class and the relative rights, preferences\nand limitations of the shares of each class;\n (c) The number of shares of common stock, if any, which are to be\nreserved for issuance in exchange for preferred shares or otherwise to\nreplace any capital stock represented by preferred shares.\n 5. The names and places of residence of the incorporators and, in the\ncase of banks, trust companies and safe deposit companies, the\ncitizenship of the incorporators.\n 6. Its duration if other than perpetual.\n 7. The number of its directors or that the number of directors shall\nnot be less than a stated minimum nor more than a stated maximum. Such\nnumber, or the minimum and the maximum stated, shall be within the\nlimitations prescribed by section seven thousand two of this article.\n 8. The names of the incorporators who shall be its directors until the\nfirst annual meeting of stockholders. The incorporators named as\ndirectors must possess the qualifications of directors as to citizenship\nand residence specified in section seven thousand one of this article;\nand the certificate of a safe deposit company shall recite that such\nqualifications are possessed by such incorporators.\n 9. In the case of a trust company, that the proposed corporation is to\nexercise the powers conferred by section one hundred of this chapter, if\nthe proposed corporation desires to exercise such powers in addition to\nthe other powers conferred upon banks and trust companies in article\nthree of this chapter.\n No corporation shall be authorized to exercise the powers set forth in\nsection one hundred of this chapter unless its capital stock shall\namount to not less than the amounts prescribed by the superintendent of\nfinancial services.\n