§ 25 — Authorization certificate; when and to whom issued; contents; filing and recording

§ 25. Authorization certificate; when and to whom issued; contents;\nfiling and recording. 1. If the superintendent shall find that a\ncorporation or private banker, the certificate of which has been\napproved and filed as provided in section twenty-four of this article,\nhas in good faith complied with all the requirements of law and\nfulfilled all the conditions precedent to commencing business imposed by\nthis chapter, the superintendent shall, within ninety days after the\ndate of such approval, issue and execute under the official seal of the\ndepartment, in triplicate, an authorization certificate to the person or\npersons named in such organization certificate or private banker's\ncertificate. Notwithstanding the preceding sentence, if the\nsuperintendent determines it is consistent with the declaration of\npolicy contained in section ten of this article, the superintendent may\nextend the period within which the superintendent may issue the\nauthorization certificate by (i) an additional ninety days, provided,\nhowever, that he or she shall have determined that such extension of\ntime is needed for raising capital, for fulfilling any other condition\nprecedent to the commencement of business or for satisfying any other\nrequirement of organization, whether imposed by statute or regulation or\notherwise, or (ii) such longer period of time as he or she shall deem\nappropriate, provided, however, that he or she shall have determined\nthat extraordinary circumstances exist. Such authorization certificate\nshall state that the corporation or private banker named therein has\ncomplied with the provisions of this chapter and that it is authorized\nto transact the business specified therein. Such authorization\ncertificate shall be conclusive evidence that all conditions precedent\nhave been fulfilled and that the corporation has been formed under this\nchapter, except in an action or special proceeding brought by the\nsuperintendent or the attorney general. The superintendent shall cause\none of the triplicate authorization certificates to be transmitted to\nthe corporation or private banker thereby authorized to commence\nbusiness, another to be filed in the office of the department, and the\nthird to be filed in the county clerk's office in which the organization\ncertificate or the private banker's certificate has been filed. The\ncopies of the authorization certificate filed in the offices of the\nsuperintendent and the county clerk shall be attached to the copies of\nthe organization certificate or private banker's certificate previously\nfiled and such certificates shall be recorded in the records of\nincorporation therein.\n 2. Any corporation which shall not receive an authorization\ncertificate within the time period provided by subdivision one of this\nsection shall forfeit its rights and privileges as a corporation and its\ncorporate powers shall cease and determine.\n 3. Any corporation which shall not commence business within six months\nafter the date on which its authorization certificate is issued by the\nsuperintendent shall forfeit its rights and privileges as a corporation\nand its corporate powers shall cease and determine unless the time\nwithin which such business may be commenced has been extended by the\nsuperintendent. Upon satisfactory cause being shown, the superintendent\nmay grant one or more extensions. Such extension shall be granted by\norder executed, transmitted and filed in the manner provided for an\nauthorization certificate in subdivision one of this section.\n