2023 New York Laws › NPC - Not-For-Profit Corporation › Article 1 - Short Title; Definitions; Application; 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  of
incorporation or the date when a certificate of incorporation was filed,
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  supreme  court
justice, governmental body or officer, or, other person or 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.