N.Y. BSC Law § 104 — New York Code / Act BSC / Article 1 / Section 104
Certificates; requirements, signing, filing, effectiveness
Status: in_force

§ 104. Certificates; requirements, signing, filing, effectiveness.\n  (a) Every certificate or other instrument relating to a domestic or\nforeign corporation which is delivered to the department of state for\nfiling under this chapter, other than a certificate of existence under\nsection 1304 (Application for authority; contents), shall be in the\nEnglish language, except that the corporate name may be in another\nlanguage if written in English letters or characters.\n  (c) Whenever such instrument is required to set forth the date when a\ncertificate of incorporation was filed by the department of state, the\noriginal certificate of incorporation is meant. This requirement shall\nbe satisfied, in the case of a corporation created by special act, by\nsetting forth the chapter number and year of passage of such act.\n  (d) Every such certificate required under this chapter to be signed\nand delivered to the department of state shall, except as otherwise\nspecified in the section providing for such certificate, be signed\neither by an officer, director, attorney-in-fact or duly authorized\nperson and include the name and the capacity in which such person signs\nsuch certificate.\n  (e) If an instrument which is delivered to the department of state for\nfiling complies as to form with the requirements of law and there has\nbeen attached to it the consent or approval of the state official,\ndepartment, board, agency or other body, if any, whose consent to or\napproval of such instrument or the filing thereof is required by any\nstatute of this state and the filing fee and tax, if any, required by\nany statute of this state in connection therewith have been paid, the\ninstrument shall be filed and indexed by the department of state. No\ncertificate of authentication or conformity or other proof shall be\nrequired with respect to any verification, oath or acknowledgment of any\ninstrument delivered to the department of state under this chapter, if\nsuch verification, oath or acknowledgment purports to have been made\nbefore a notary public, or person performing the equivalent function, of\none of the states, or any subdivision thereof, of the United States or\nthe District of Columbia. Without limiting the effect of section four\nhundred three of this chapter, filing and indexing by the department of\nstate shall not be deemed a finding that a certificate conforms to law,\nnor shall it be deemed to constitute an approval by the department of\nstate of the name of the corporation or the contents of the certificate,\nnor shall it be deemed to prevent any person with appropriate standing\nfrom contesting the legality thereof in an appropriate forum.\n  (f) Except as otherwise provided in this chapter, such instrument\nshall become effective upon the filing thereof by the department of\nstate.\n  (g) The department shall make, certify and transmit electronically a\ncopy of each such instrument to the clerk of the county in which the\noffice of the domestic or foreign corporation is or is to be located.\nThe county clerk shall file and index such copy.\n