2023 New York Laws › BSC - Business Corporation › Article 1 - Short Title; Definitions; Applications; Certificates, Miscellaneous › 104 - Certificates; Requirements, Signing, Filing, Effectiveness.

§ 104. Certificates; requirements, signing, filing, effectiveness.
(a) Every  certificate  or  other instrument relating to a domestic or
foreign corporation which is delivered to the department  of  state  for
filing  under  this chapter, other than a certificate of existence under
section 1304 (Application for authority;  contents),  shall  be  in  the
English  language,  except  that  the  corporate  name may be in another
language if written in English letters or characters.
(c) Whenever such instrument is required to set forth the date when  a
certificate  of  incorporation was filed by the department of state, the
original certificate of incorporation is meant. This  requirement  shall
be  satisfied,  in  the case of a corporation created by special act, by
setting forth the chapter number and year of passage of such act.
(d) Every such certificate required under this chapter  to  be  signed
and  delivered  to  the  department  of state shall, except as otherwise
specified in the section  providing  for  such  certificate,  be  signed
either  by  an  officer,  director,  attorney-in-fact or duly authorized
person and include the name and the capacity in which such person  signs
such certificate.
(e) If an instrument which is delivered to the department of state for
filing  complies  as  to form with the requirements of law and there has
been attached to it the consent  or  approval  of  the  state  official,
department,  board,  agency  or  other body, if any, whose consent to or
approval of such instrument or the filing thereof  is  required  by  any
statute  of  this  state and the filing fee and tax, if any, required by
any statute of this state in connection therewith have  been  paid,  the
instrument  shall  be  filed  and indexed by the department of state. No
certificate of authentication or conformity  or  other  proof  shall  be
required with respect to any verification, oath or acknowledgment of any
instrument  delivered  to the department of state under this chapter, if
such verification, oath or acknowledgment purports  to  have  been  made
before a notary public, or person performing the equivalent function, of
one  of  the states, or any subdivision thereof, of the United States or
the District of Columbia. Without limiting the effect  of  section  four
hundred  three of this chapter, filing and indexing by the department of
state shall not be deemed a finding that a certificate conforms to  law,
nor  shall  it  be deemed to constitute an approval by the department of
state of the name of the corporation or the contents of the certificate,
nor shall it be deemed to prevent any person with  appropriate  standing
from contesting the legality thereof in an appropriate forum.
(f) Except  as  otherwise  provided  in  this chapter, such instrument
shall become effective upon the filing  thereof  by  the  department  of
state.
(g)  The  department shall make, certify and transmit electronically a
copy of each such instrument to the clerk of the  county  in  which  the
office  of  the  domestic or foreign corporation is or is to be located.
The county clerk shall file and index such copy.