§ 1003 — Certificates; requirements, signing, filing, effectiveness

New York § 1003

• Jurisdiction: New York
• Law BNK: Banking
• Title 1: Definitions; Application; Certificates; Miscellaneous
• Art. 15: General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies

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§ 1003. Certificates; requirements, signing, filing, effectiveness. 1.\nEvery certificate or other instrument relating to a corporation or\nforeign corporation which is delivered to the superintendent for filing\nunder this chapter shall be in the English language, except that the\ncorporate name may be in another language if written in English letters\nor characters.\n 2. Whenever such instrument is required to set forth an address, it\nshall include the street and number, or other particular description\ninstead of a street and number. This requirement does not apply where a\npost office address is specified to be set forth.\n 3. Whenever such instrument is required to set forth the date when an\norganization certificate was filed by the superintendent, the original\norganization certificate is meant. This requirement shall be satisfied,\nin the case of a corporation created by special act, by setting forth\nthe chapter number and year of passage of such act.\n 4. Every such instrument required under this chapter to be signed and\ndelivered to the superintendent shall, except as otherwise specified in\nthe section providing for such instrument, be signed either (a) by the\nholders of all outstanding shares entitled to vote thereon, or (b) by\nthe chairman of the board, the president or a vice president and by the\nsecretary or an assistant secretary or, in the case of a corporation\nwhich does not have a secretary or an assistant secretary, by the\ncashier or an assistant cashier or (c) if there are no such officers, by\na majority of the directors or such directors as are designated by a\nmajority of the directors in office, or (d) if also there are no\ndirectors, by the holders, or such of them as are designated by the\nholders, of record of a majority of all outstanding shares, entitled to\nvote thereon, or (e) if also there is no stockholder of record, by a\nsubscriber for shares whose subscription has been accepted or his\nsuccessor in interest, or (f) if also no subscription for shares has\nbeen accepted, by an incorporator or anyone acting in his stead under\nsubdivision three of section six thousand fifteen. His name and the\ncapacity in which any person signs such instrument shall be stated\nbeneath or opposite his signature. The person signing such instrument,\nor if more than one person signs it, one of such persons shall verify or\nacknowledge the instrument if required by the section providing for such\ninstrument.\n 5. No such instrument shall be filed unless it shall have endorsed\nthereon the approval of the superintendent. No certificate of\nauthentication or conformity or other proof shall be required with\nrespect to any verification, oath or acknowledgment of any instrument\ndelivered to the superintendent under this chapter, if such\nverification, oath or acknowledgment purports to have been made before a\nnotary public, or person performing the equivalent function, of one of\nthe states, or any subdivision thereof, of the United States or the\nDistrict of Columbia.\n 6. Except as otherwise provided in this chapter, such instrument shall\nbecome effective upon the filing thereof by the superintendent.\n 7. The superintendent shall make, certify and transmit a copy of each\nsuch instrument to the clerk of the county in which the office of the\ncorporation or foreign corporation is or is to be located. The county\nclerk shall file and index such copy.\n