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This entry was published on 2014-09-22
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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

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.