N.Y. Gen. Ass'ns Law § 7-A Incorporation of Joint-Stock Association

• Library: New York Statutes
• Edition: 2023
• Currency: Current through 2023 NY Law Chapter 679

1. Any joint-stock association transacting business within this state under this chapter and created by or under the laws of this state on or before January first, nineteen hundred sixty-four may be incorporated under the business corporation law for a purpose or purposes for which a corporation may be formed under such law, in accordance with the following provisions of this section.

2.

(a) The certificate of incorporation of a joint-stock association to be incorporated pursuant to this section shall be entitled "Certificate of incorporation of .................... (name of corporation) under section four hundred two of the business corporation law and section seven-a of the general associations law," shall be signed by the president of the joint-stock association as the incorporator, with his name and address stated beneath or opposite his signature, acknowledged by him and delivered to the department of state, and shall set forth the matters required or permitted to be set forth in a certificate of incorporation under section four hundred two of the business corporation law and shall also set forth:

(1) The name and date of organization of the joint-stock association to be incorporated.

(2) The number of outstanding shares of each class and series of the joint-stock association, specifying the classes and series entitled to vote and further specifying each class and series, if any, entitled to vote as a class, and a statement of the basis upon which and the manner in which such shares shall be converted into, or exchangeable for, the shares or other securities of the corporation, or the cash or other consideration which is to be paid or delivered in exchange for shares of the joint-stock association, or a combination thereof.

(3) A statement that the signer of the certificate of incorporation is the president of the joint-stock association and that he has been authorized by the stockholders of the joint-stock association, in accordance with the provisions of subdivision three of this section, to sign, acknowledge and deliver the certificate to the department of state for the purpose of incorporating the joint-stock association.

(b)

(1) Notwithstanding the provisions of section three hundred one of the business corporation law, the corporation may have the same name as the joint-stock association to be incorporated, and shall not be required to add to, modify or otherwise change such name, if the joint-stock association has transacted business in this state under such name continuously since January first, nineteen hundred twelve.