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Amended/Restated Organization Certificate

UNOFFICIAL COPY: Supervisory Procedure CB 102 -- Amendments To Organization Certificate

Historical Note: Procedure filed June 9, 1970; amd. filed Feb. 23, 1984 eff. Feb. 23, 1984. Amended 102.1.

CB 102 - § 102.1 -- General Information.

A bank, trust company, safe deposit company, /1 investment company /1 or mutual trust investment company /1 proposing to amend its organization certificate pursuant to Banking Law, Article XV, should submit a letter application to the Superintendent and stating the reasons therefor.

Reference is made to Tax Law, section 180, regarding the tax imposed on such institutions for increases in capital stock.

CB 102 - § 102.2 -- Initial Submission.

(a) The letter application should be accompanied by a certified copy of a resolution of the applicant's board of directors authorizing the proposed amendment, subject to stockholder approval, and designating the officer or officers to sign all documents and take all necessary action to accomplish the proposed amendment.

(b) As soon as practicable after submission of the letter application, two copies of each of the following documents should also be forwarded to the Superintendent:

(1) draft-notice of meeting, proxy and any other material to be mailed to stockholders;

(2) letter, signed by a duly authorized officer, as to compliance with Banking Law, section 6009(9) (relating to persons disqualified to act as proxies);

(3) draft-resolutions to be presented to the stockholders at the meeting /2 authorizing the proposed amendment and the execution and delivery to the Superintendent of the certificate of amendment and any other necessary documents; and

If stockholder approval is to be obtained by written consent pursuant to Banking Law, section 6015, then a draft of such consent should be submitted.

(4) draft-certificate of amendment in form prescribed by Banking Law, section 8005(1).

CB 102 - § 102.3 -- Approval; Delivery Of Executed Documents.

Upon receipt of notice from the Department that the Superintendent has approved the application in principle, the applicant should proceed to obtain the approval of its stockholders. After such approval, the following documents should be submitted to the Superintendent:

(a) two copies of the notice of meeting, proxy and other material mailed to the applicant's stockholders, certified by its secretary as being in the form mailed to the stockholders;

(b) two copies of the resolutions of the applicant's stockholders, certified by its secretary as being in the form adopted by the stockholders; and

(c) five copies of the certificate of amendment, in the form approved by the stockholders, executed and verified as prescribed by Banking Law, section 1003(4).

CB 102 - § 102.4 -- Effective Date Of Amendment.

The amendment to the organization certificate becomes effective after the applicant's stockholders and directors have duly approved the certificate of amendment and upon the approval and filing thereof by the Superintendent pursuant to Banking Law, section 1003. For the filing of statements of condition and reports in connection with subsequent sales or distributions of capital stock, see Supervisory Procedure CB 107.


UNOFFICIAL COPY

New York Banking Law, Section 8005

§8005. Certificate of amendment or of change; contents. 
1. To accomplish any amendment or change, a certificate of amendment, entitled "Certificate of amendment of the organization certificate of ........... (name of corporation) under section 8005 of the Banking Law" shall be signed, verified and filed as provided in section one thousand three. It shall set forth:
(a) The name of the corporation and, if it has been changed, the name under which it was formed.
(b) The date its organization certificate was filed by the Superintendent.
(c) Each amendment effected thereby.
(d) If any such amendment provides for a change or elimination of issued shares, and if the manner in which the same shall be effected is not set forth in such amendment, then a statement of the manner in which the same shall be effected.
(e) If any amendment reduces capital stock, then a statement of the manner in which the same is effected and the amounts from which and to which capital stock is reduced.
(f) The manner in which the amendment of the organization certificate was authorized.
2. Any number of amendments or changes may be included in one certificate under this section. Such certificate may also include any amendments or changes permitted by other sections and in that case the certificate shall set forth any additional statement required by any other section specifying the contents of a certificate to effect such amendment or change.
3. In the case of a change of shares, the shares resulting from such change shall, upon the filing of the certificate of amendment under this section, be deemed substituted for the shares changed, in accordance with the stated terms of the change.


UNOFFICIAL COPY

New York Banking Law, Section 8007

§8007. Restated organization certificate. 
1. A corporation, when authorized by the board, may restate in a single certificate the text of its organization certificate, as amended theretofore, without making any further amendment or change thereby, except that it may include any one or more of the amendments or changes which may be authorized by the board without a vote of stockholders under this chapter. Alternatively, a corporation may restate in a single certificate the text of its organization certificate, as amended theretofore, and as further amended thereby to effect any one or more of the amendments or changes authorized by this chapter, when authorized by the required vote of the holders of shares entitled to vote thereon.

2. A restated organization certificate entitled "Restated organization certificate of ............. (name of corporation) under section 8007 of the Banking Law" shall be signed, verified and filed as provided in section one thousand three. It shall set forth:

  1. The name of the corporation and, if it has been changed, the name under which it was formed.
  2. The date its organization certificate was filed by the Superintendent.
  3. If the restated certificate restates the text of the organization certificate, as amended theretofore, without making any further amendment or change, then a statement that the text of the organization certificate, as amended theretofore, is thereby restated without further amendment or change to read as therein set forth in full.
  4. If the restated certificate restates the text of the organization certificate, as amended theretofore, and as further amended or changed thereby, then a statement that the organization certificate is amended or changed to effect one or more of the amendments or changes authorized by this chapter, specifying each such amendment or change and that the text of the organization certificate, as amended theretofore, is thereby restated as further amended or changed to read as therein set forth in full.
  5. If any such amendment, effected by the restated certificate, provides for a change or elimination of issued shares, and if the manner in which the same shall be effected is not set forth in such amendment, then a statement of the manner in which the same shall be effected.
  6. If the restated certificate contains an amendment which effects a reduction of capital stock, then a statement of the manner in which the same is effected and the amounts from which and to which capital stock is reduced.
  7. The manner in which the restatement of the organization certificate was authorized.

3. A restated certificate need not include statements as to the incorporators, the original subscribers for shares or the first directors.

4. Any amendment or change under this section shall be subject to any other section, not inconsistent with this section, which would be applicable if a separate certificate were filed to effect such amendment or change.

5. Upon filing by the Superintendent, the original organization certificate, as amended theretofore, shall be superseded and the restated organization certificate, including any further amendments and changes made thereby, shall be the organization certificate of the corporation.

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