2006 New York Code - 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 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.