[Close this window]

* § 404. Approvals and consents.
(a) Every certificate of incorporation which includes among its
purposes the formation of a trade or business association shall have
endorsed thereon or annexed thereto the consent of the attorney-general.
(b) Every certificate of incorporation which includes among its
purposes the care of destitute, delinquent, abandoned, neglected or
dependent children; the establishment or operation of a day care center
for children; the establishment or operation of day care development
programs which are funded pursuant to section three hundred ninety-a of
the social services law; the establishment or operation of any aged care
accommodation, or adult care facility, or the establishment or operation
of a residential program for victims of domestic violence as defined in
subdivision four of section four hundred fifty-nine-a of the social
services law, or the placing-out or boarding-out of children or a home
or shelter for unmarried mothers, excepting the establishment or
maintenance of a hospital or facility providing health-related services
as those terms are defined in article twenty-eight of the public health
law and a facility for which an operating certificate is required by
articles sixteen, nineteen, twenty-three and thirty-one of the mental
hygiene law; or the solicitation of contributions for any such purpose
or purposes, shall have endorsed thereon or annexed thereto the approval
of the commissioner of social services.
(c) Every certificate of incorporation which includes among the
purposes of the corporation, the establishment, maintenance and
operation of a hospital service or a health service or a medical expense
indemnity plan or a dental expense indemnity plan as permitted in
article forty-three of the insurance law, shall have endorsed thereon or
annexed thereto the approval of the superintendent of insurance and the
commissioner of health.
(d) Every certificate of incorporation which includes a purpose for
which a corporation might be chartered by the regents of the university
of the State of New York shall have endorsed thereon or annexed thereto
the consent of the commissioner of education.
(e) Every certificate of incorporation of a cemetery corporation,
except those within the exclusionary provisions of section 1503
(Cemetery corporations) shall have endorsed thereon or annexed thereto
the approval of the cemetery board.
(f) Every certificate of incorporation of a fire corporation shall
have endorsed thereon or annexed thereto the approval, signed and
acknowledged, of the authorities of each city, village, town or fire
district in which the corporation proposes to act. Such authorities
shall be: in a city, the mayor; in a village, a majority of the
trustees; in a town, a majority of the members of the town board; in a
fire district, a majority of the fire commissioners. The members of the
town board of a town, or the trustees of a village, shall not consent to
the formation of a fire corporation as hereinbefore provided, until such
board shall have held a public hearing on the question of whether the
fire company should be incorporated. The notice shall be published at
least once in each week for two successive weeks in the official
newspaper published in the county in which such fire corporation intends
to locate, prior to the regular meeting of such board designated by the
chairman of the board to consider the matter. Such notice shall contain
the name of the proposed company, the names of the persons signing the
certificate of incorporation, a brief description of the territory to be
protected by the fire company and that all persons interested shall be
heard. If no newspaper is published in the county the publication of the
notice shall be in a newspaper in an adjoining county selected by the
chairman of such board. All expenses in connection with such publication
shall be borne by the parties making the application and paid before the
hearing.
(g) Every certificate of incorporation of a corporation for prevention
of cruelty to animals shall have endorsed thereon or annexed thereto the
approval of the American Society for the Prevention of Cruelty to
Animals, or, if such approval be withheld thirty days after application
therefor, a certified copy of an order of a justice of the supreme court
of the judicial district in which the office of the corporation is to be
located, dispensing with such approval, granted upon eight days' notice
to such society.
(h) Every certificate of incorporation of a Young Men's Christian
Association shall have endorsed thereon or annexed thereto the approval
of the chairman of the national board of Young Men's Christian
Associations.
(i) Every certificate of incorporation which indicates that the
proposed corporation is to solicit funds for or otherwise benefit the
armed forces of the United States or of any foreign country, or their
auxiliaries, or of this or any other state or any territory, shall have
endorsed thereon or annexed thereto the approval of the chief of staff.
(j) Every certificate of incorporation which includes among its
purposes the organization of wage-earners for their mutual betterment,
protection and advancement; the regulation of hours of labor, working
conditions, or wages; or the performance, rendition or sale of services
as labor consultant, labor-management advisor, negotiator, arbitrator,
or specialist; and every certificate of incorporation in which the name
of the proposed corporation includes "union", "labor", "council" or
"industrial organization", or any abbreviation or derivative thereof in
a context that indicates or implies that the corporation is formed for
any of the above purposes, shall have endorsed thereon or annexed
thereto the approval of the industrial board of appeals. The board shall
make such inquiry into the purposes of the proposed corporation as it
shall deem advisable and shall order a hearing if necessary to determine
whether or not such purposes are in all respects consistent with public
policy and the labor law. Notice of the time and place of hearing shall
be given to the applicants and such other persons as the board may
determine.
(k) Every certificate of incorporation for a corporation which has as
its exclusive purpose the promotion of the interests of savings bank
life insurance or the promotion of the interests of member banks may, if
the approval of the superintendent of banks is endorsed thereon or
annexed thereto, use as a part of the corporate name any of the words or
phrases, or any abbreviation or derivative thereof, set forth in
subparagraph (5) of paragraph (a) of section 301 (Corporate name;
general).
(l) Every certificate of incorporation for a corporation which has as
its exclusive purpose the creation of an association of licensed
insurance agents, licensed insurance brokers, or licensed insurance
underwriters and every application for authority of a foreign
corporation which is an independent laboratory engaged in testing for
public safety, or which has as its purpose the advancement of corporate,
governmental, and institutional risk and insurance management, or which
has as its exclusive purpose the creation of an association of insurers,
each of which is duly licensed in this state or, if it does no business
or is not licensed in this state, is duly licensed in another state or
foreign jurisdiction may, if the approval of the superintendent of
insurance is endorsed thereon or annexed thereto, use as a part of the
corporate name any of the words or phrases, or any abbreviation or
derivative thereof, set forth in subparagraph (5) of paragraph (a) of
section 301 (Corporate name; general).
(m) Every certificate of incorporation in which the name of the
proposed corporation includes the name of a political party shall have
endorsed thereon or annexed thereto the consent of the chairman of the
county committee of such political party of the county in which the
office of the corporation is to be located, except in cases where the
supreme court finds that the withholding of such consent of the county
chairman is unreasonable.
(n) Every certificate of incorporation in which the name of the
proposed corporation includes the words "American Legion," shall have
endorsed thereon or annexed thereto the approval of the Department of
New York, the American Legion, duly acknowledged by its commander or
adjutant.
(o) Every certificate of incorporation which includes among its
corporate purposes or powers the establishment or maintenance of any
hospital, as defined in article twenty-eight of the public health law,
or the solicitation of contributions for any such purpose, or purposes,
shall have endorsed thereon or annexed thereto the approval of the
public health council.
(p) Every certificate of incorporation of a medical corporation as
defined in article forty-four of the public health law and organized
pursuant thereto and pursuant to this chapter, shall have endorsed
thereon or annexed thereto the consent of the commissioner of health and
the approval of the public health council.
(q) Every certificate of incorporation which includes among its
corporate purposes or powers the establishment, or operation of a
facility for which an operating certificate from the commissioner of
mental health or mental retardation and developmental disabilities is
required by article thirty-one or sixteen of the mental hygiene law, or
the solicitation of contributions for any such purpose, shall have
endorsed thereon or annexed thereto the approval of the commissioner of
mental health or mental retardation and developmental disabilities.
(r) Every certificate of incorporation of a health maintenance
organization as defined in article forty-four of the public health law
and organized pursuant thereto and pursuant to this chapter, shall have
endorsed thereon or annexed thereto the consent of the commissioner of
health.
(t) Every certificate of incorporation which includes among its
purposes and powers the establishment or maintenance of a hospital or
facility providing health related services, as those terms are defined
in article twenty-eight of the public health law, or the solicitation of
contributions for any such purpose or two or more of such purposes,
shall have endorsed thereon the approval of the public health council.
(u) Every certificate of incorporation which includes among the
purposes of the corporation, the establishment or operation of a
substance abuse, substance dependence, alcohol abuse, alcoholism, or
chemical abuse or dependence program, or the solicitation of
contributions for any such purpose, shall have endorsed thereon or
annexed thereto the consent of the commissioner of the office of
alcoholism and substance abuse services to its filing by the department
of state.
(v) Every certificate of incorporation which includes among the
purposes of the corporation, the establishment, maintenance and
operation of a nonprofit property/casualty insurance company, pursuant
to article sixty-seven of the insurance law, shall have endorsed thereon
or annexed thereto the approval of the superintendent of insurance.
* (w) Every certificate of incorporation in which the name of the
proposed corporation includes the terms: "school," "education,"
"elementary," "secondary," "kindergarten," "prekindergarten,"
"preschool," "nursery school," "museum," "history," "historical,"
"historical society," "arboretum," "library," "college," "university" or
other term restricted by section two hundred twenty-four of the
education law; "conservatory," "academy," or "institute," or any
abbreviation or derivative of such terms, shall have endorsed thereon or
annexed thereto the consent of the commissioner of education.

* NB Effective January 1, 2006

[Close this window]