§ 25. Authorization certificate; when and to whom issued; contents;
filing and recording. 1. If the superintendent shall find that a
corporation or private banker, the certificate of which has been
approved and filed as provided in section twenty-four of this article,
has in good faith complied with all the requirements of law and
fulfilled all the conditions precedent to commencing business imposed by
this chapter, the superintendent shall, within ninety days after the
date of such approval, issue and execute under the official seal of the
department, in triplicate, an authorization certificate to the person or
persons named in such organization certificate or private banker's
certificate. Notwithstanding the preceding sentence, if the
superintendent determines it is consistent with the declaration of
policy contained in section ten of this article, the superintendent may
extend the period within which the superintendent may issue the
authorization certificate by (i) an additional ninety days, provided,
however, that he or she shall have determined that such extension of
time is needed for raising capital, for fulfilling any other condition
precedent to the commencement of business or for satisfying any other
requirement of organization, whether imposed by statute or regulation or
otherwise, or (ii) such longer period of time as he or she shall deem
appropriate, provided, however, that he or she shall have determined
that extraordinary circumstances exist. Such authorization certificate
shall state that the corporation or private banker named therein has
complied with the provisions of this chapter and that it is authorized
to transact the business specified therein. Such authorization
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
superintendent or the attorney general. The superintendent shall cause
one of the triplicate authorization certificates to be transmitted to
the corporation or private banker thereby authorized to commence
business, another to be filed in the office of the department, and the
third to be filed in the county clerk's office in which the organization
certificate or the private banker's certificate has been filed. The
copies of the authorization certificate filed in the offices of the
superintendent and the county clerk shall be attached to the copies of
the organization certificate or private banker's certificate previously
filed and such certificates shall be recorded in the records of
incorporation therein.

2. Any corporation which shall not receive an authorization
certificate within the time period provided by subdivision one of this
section shall forfeit its rights and privileges as a corporation and its
corporate powers shall cease and determine.

3. Any corporation which shall not commence business within six months
after the date on which its authorization certificate is issued by the
superintendent shall forfeit its rights and privileges as a corporation
and its corporate powers shall cease and determine unless the time
within which such business may be commenced has been extended by the
superintendent. Upon satisfactory cause being shown, the superintendent
may grant one or more extensions. Such extension shall be granted by
order executed, transmitted and filed in the manner provided for an
authorization certificate in subdivision one of this section.