2023 New York Laws › GAS - General Associations › Article 2 - Joint-Stock Associations › 7-A - Incorporation of Joint-Stock Association.

§  7-a.  Incorporation  of joint-stock association. 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.
(2) Subject to the requirements of the business corporation  law,  the
certificate  of incorporation approved in accordance with the provisions
of subdivision three of this section may make any change in the  purpose
or purposes of the joint-stock association, in the shares which it shall
have  authority  to  issue  and  in  its  duration  and  may contain any
provision, not inconsistent with law, which is permitted to be set forth
in a certificate of incorporation under section four hundred two of  the
business corporation law.
3.  The incorporation of a joint-stock association as provided in this
section shall be authorized in the following manner:
(a) The board of directors of the joint-stock association shall call a
meeting of its stockholders for the following purposes:
(1) To authorize the  incorporation  of  the  joint-stock  association
pursuant  to  this  section, to approve the certificate of incorporation
proposed to be made and delivered for such purpose and to authorize  the
president  of  the  joint-stock  association  to  sign,  acknowledge and
deliver to the department of state such certificate of incorporation for
filing pursuant to this section; and
(2) To adopt by-laws of the corporation to take effect upon the filing
of the certificate of incorporation by the department  of  state,  which
by-laws  may  contain  any  provisions  permitted to be contained in the
by-laws of a corporation formed under the business corporation law.
(b)  Notice  of  such  meeting  of stockholders shall be given to each
stockholder of record of the joint-stock  association,  whether  or  not
entitled  to vote, in the manner provided in its articles of association
for special meetings of stockholders or, in  the  absence  of  any  such
provision, in conformity with the provisions of section six hundred five
of  the  business corporation law as to special meetings of shareholders
of a corporation subject to such law. A copy of the proposed certificate
of incorporation, except for any information not available at  the  time
of  the  notice,  and  a copy of the proposed by-laws of the corporation
shall accompany such  notice.  Except  as  otherwise  required  by  this
section  or  as  otherwise  provided  in  the articles of association or
by-laws of the joint-stock association, the provisions of  sections  six
hundred   four  to  six  hundred  twelve,  inclusive,  of  the  business
corporation law shall govern the conduct of such meeting.
(c) At such meeting of stockholders the matters specified in paragraph
(a) of subdivision three of this section shall  be  authorized,  adopted
and  approved  by  vote  of  the  holders  of  that  proportion  of  the
outstanding shares of the joint-stock association entitled to vote which
is required by its articles of association to amend such  articles,  the
holders of shares of a class or series voting as a class if the articles
so  provide,  or,  in the absence of any provision in the articles as to
the amendment thereof, by vote of the holders of two-thirds of  all  the
outstanding  shares  of  the joint-stock association entitled to vote in
the election of any of its directors.
4. Minutes of the proceedings of such meeting shall  be  kept,  and  a
copy  of the certificate of incorporation authorized at such meeting and
a copy of the by-laws adopted at such meeting shall be  filed  with  the
minutes.  After  the certificate of incorporation shall have been filed,
such minutes shall be deemed minutes of proceedings of the  shareholders
of  the  corporation for all purposes of section six hundred twenty-four
of the business corporation law.
5. The provisions of subparagraphs one, two, three, four  and  six  of
paragraph  (b)  of section eight hundred six of the business corporation
law shall apply  to  any  changes  in  the  shares  of  the  joint-stock
association  or  in  the  rights, preferences or limitations of any such
shares made by the  certificate  of  incorporation  authorized  by  this
section as if such certificate were a certificate of amendment.
6.  Upon  the  filing by the department of state of the certificate of
incorporation authorized by this section:
(a) The joint-stock association shall no longer be  governed  by  this
chapter  but shall become and be a corporation within the meaning of the
business corporation law possessing, consistently with  its  certificate
of incorporation, the business corporation law, and any other applicable
statute  of  this  state, all the rights, privileges, immunities, powers
and purposes of the joint-stock association and  having,  without  being
deemed  a  new  or  different legal person or entity, all the rights and
powers, subject  to  all  the  limitations  thereon  and  qualifications
thereof,  which  pertain  to  a  corporation  formed  under the business
corporation law, and the shareholders, directors  and  officers  of  the
corporation  shall have all the rights and privileges, and be subject to
all the duties and obligations, and limitations thereon,  which  pertain
to  shareholders,  directors  and officers of a corporation formed under
the business corporation law. The certificate of  incorporation  of  the

corporation  may  thereafter  be  amended  or  changed in any respect as
permitted, and in the manner authorized, by said law.
(b)  No  further  action by the incorporator shall be required for the
organization of the corporation. The by-laws adopted in accordance  with
subdivision   three  of  this  section  shall  be  the  by-laws  of  the
corporation and, for all purposes of the business corporation law, shall
be deemed by-laws adopted by the shareholders of  the  corporation.  The
directors  of  the  joint-stock  association  in  office  at the time of
incorporation  shall  continue  to  hold  office  as  directors  of  the
corporation  for  their  respective terms in accordance with the by-laws
and the provisions of article seven of the business corporation law.
(c) Subject to the provisions of subdivision five of this section, the
initial capital, capital surplus and earned surplus of  the  corporation
shall  be the capital, capital surplus and earned surplus, respectively,
of the joint-stock association as existing at the time of incorporation,
provided that prior to the declaration by the board of directors of  the
first  dividend  after incorporation, the board may determine the amount
of the corporation's earned surplus as provided in subparagraph one  (A)
of  paragraph  (a)  of  section  five  hundred seventeen of the business
corporation law in respect of corporations formed before  the  effective
date  of said law, and such determination if made in good faith shall be
conclusive.
(d) All property, real and personal, of the  joint-stock  association,
including  real  property  held  in  the  name of the president, as such
president, subscriptions to shares, causes of action, licenses,  permits
and  every  other asset of the joint-stock association shall vest in the
corporation without further act or deed.
(e) No liability or obligation due or to become due, claim  or  demand
for  any  cause  existing  against  the  joint-stock association, or any
stockholder, officer or director thereof shall be released  or  impaired
by  such  incorporation.  The corporation shall assume and be liable for
all the  liabilities,  obligations  and  penalties  of  the  joint-stock
association  without  further  act  or  instrument,  and  an  action  or
proceeding may be maintained thereon against the corporation in lieu  of
an   action   or  proceeding  against  an  officer  of  the  joint-stock
association under article three of this chapter.
(f) No action or proceeding, whether civil or criminal,  then  pending
by  or  against the joint-stock association, or any stockholder, officer
or  director  thereof,  shall  abate  or   be   discontinued   by   such
incorporation,  but  may be enforced, prosecuted, settled or compromised
as if such incorporation had not occurred, or  the  corporation  may  be
substituted in any such action or proceeding brought pursuant to article
three  of  this  chapter  by  or  against  an officer of the joint-stock
association, in place of such officer.
(g) The  personal  liability,  if  any,  of  any  stockholder  of  the
joint-stock  association,  as  such stockholder, existing at the time of
incorporation  shall  not  thereby  be  extinguished  but  shall  remain
personal  to  such stockholder and shall not become the liability of any
other shareholder of the corporation or of any subsequent transferee  of
any  share  of  the  corporation,  and  an  action  or proceeding may be
maintained thereon against  such  stockholder  in  accordance  with  the
provisions  of  article  three  of  this  chapter, provided that such an
action or proceeding could have been maintained under said article three
if the incorporation of the joint-stock association  had  not  occurred,
treating  the  corporation  as an officer of the joint-stock association
for such purpose.
7. After the  filing  of  the  certificate  of  incorporation  by  the
department  of  state  pursuant  to  this section, the corporation shall

cause a copy of the  certificate  of  incorporation,  certified  by  the
department  of  state,  to be filed in the office of the official who is
the recording officer of  each  county  in  this  state  in  which  real
property of the joint-stock association is located.
8.   The  provisions  of  section  ninety-six  of  the  executive  law
prescribing the fee to be collected  by  the  department  of  state  for
filing a certificate of incorporation under the business corporation law
shall  apply to the certificate of incorporation to be filed pursuant to
this section.