2023 New York Laws › BNK - Banking › Article 15 - General Provisions Applicable to Banking Stock Corporations, Limited Liability Investment Companies, and Limited Liability Trust Companies › Title 4 - Formation of Corporations › 4001 - Incorporation; Organization Certificate; Amount of Capital Stock.

§ 4001.  Incorporation;  organization  certificate;  amount of capital
stock. When authorized by the superintendent as provided in article  two
of  this  chapter,  five or more persons may incorporate a bank or trust
company, a stock-form  savings  bank,  a  stock-form  savings  and  loan
association,  a  safe  deposit  company  or  an investment company. Such
persons shall subscribe and acknowledge an organization  certificate  in
duplicate which shall specifically state:
1. The name by which the corporation is to be known.
2. The place where its office is to be located.
3.  The  amount  of its authorized capital stock, the number of shares
into which such capital stock shall be divided and the par value of  the
shares,  which  capital  stock shall amount to not less than the minimum
amount prescribed by the superintendent of financial services, nor  more
than  the  aggregate  of (a) the amount of capital stock the corporation
expects to  sell  in  its  initial  offering  of  shares  and  (b)  such
additional  amount as may be approved by the superintendent of financial
services.
4. If the shares are to be classified:
(a) The number of shares to be included in  each  class  and  the  par
value of the shares;
(b) The designation of each class and the relative rights, preferences
and limitations of the shares of each class;
(c)  The  number  of  shares  of common stock, if any, which are to be
reserved for issuance in exchange for preferred shares or  otherwise  to
replace any capital stock represented by preferred shares.
5.  The names and places of residence of the incorporators and, in the
case  of  banks,  trust  companies  and  safe  deposit  companies,   the
citizenship of the incorporators.
6. Its duration if other than perpetual.
7.  The  number of its directors or that the number of directors shall
not be less than a stated minimum nor more than a stated  maximum.  Such
number,  or  the  minimum  and  the  maximum stated, shall be within the
limitations prescribed by section seven thousand two of this article.
8. The names of the incorporators who shall be its directors until the
first  annual  meeting  of  stockholders.  The  incorporators  named  as
directors must possess the qualifications of directors as to citizenship
and  residence  specified in section seven thousand one of this article;
and the certificate of a safe deposit company  shall  recite  that  such
qualifications are possessed by such incorporators.
9. In the case of a trust company, that the proposed corporation is to
exercise the powers conferred by section one hundred of this chapter, if
the  proposed corporation desires to exercise such powers in addition to
the other powers conferred upon banks and  trust  companies  in  article
three of this chapter.
No corporation shall be authorized to exercise the powers set forth in
section  one  hundred  of  this  chapter  unless its capital stock shall
amount to not less than the amounts prescribed by the superintendent  of
financial services.