US Laws, Codes, Statutes & Cases

 
  § 403. Certificate of incorporation; effect.
    Upon  the filing of the certificate of incorporation by the department
  of state, the corporate existence  shall  begin,  and  such  certificate
  shall  be  conclusive  evidence  that all conditions precedent have been
  fulfilled and that the corporation has been formed under  this  chapter,
  except   in   an   action   or   special   proceeding   brought  by  the
  attorney-general.  Where the certificate is for the incorporation of  an
  unincorporated  association or group, the members of such association or
  group shall be members of the corporation so created, and  all  property
  owned  by  or  held  for it shall belong to and vest in the corporation,
  subject to all existing incumbrances and claims as if incorporation  had
  not  taken  place. Where the certificate is for the reincorporation of a
  corporation created by special law for purposes for which a  corporation
  may  be formed under this chapter, such reincorporation shall not effect
  a dissolution of the corporation but shall  be  a  continuation  of  its
  corporate existence, without affecting its then existing property rights
  or  liabilities,  or the liabilities of its members or officers as such,
  but thereafter it shall have only such rights,  powers  and  privileges,
  and  be  subject  to  such other duties and liabilities as a corporation
  formed for the same purposes under this chapter.