before me personally came ; to me known, who, being by me duly sworn, did depose and say that he resided in that he is the [president or other officer] of the [name of corporation], the corporation described in and which executed the above instrument; that he knew the seal of said corporation;* that the seal affixed to said instrument was such corporate seal; that it was so affixed by order of the board of directors of said corporation, and that he signed his name thereto by like order. [Signature and official title of officer taking acknowledgment.] XI. Proof to be Filed by Foreign Stock Corporation+ IN ORDER TO OBTAIN CERTIFICATE TO DO BUSINESS IN THE STATE OF The NEW YORK. Company, a stock corporation organized under the laws of [name of State, territory or country] of does hereby certify, pursuant to the provisions of the General Corporation Law of the State of New York, as follows: 1. That the business which the said corporation is engaged in carrying on [or proposes to carry on] in the State of New York, is as follows: [here describe the business or objects of the corporation.] 2. That the principal place of business of the said corporation in the State of New York is to be in the Borough of , in the 3. That [insert name and occupation] residing at is hereby designated as the person upon whom all process against the said corporation may be served within the State of New York, and that the said has an office or place of business at No. in the city of street, Borough of the place where said corporation is to have its principal place of business in this State. *See L. 1896, c. 547, § 258. Other than a moneyed corporation. See § 15, General Stock Corporation Law, ante. For fees payable, see page 149, ante. 4. That annexed hereto is a sworn copy of the charter of the said Company and the consent of the person above designated. Company has caused this IN WITNESS WHEREOF, the said certificate to be executed by its president [or vice-president], and its corporate seal to be hereto affixed on this day of Company, By [President or Vice-President.] [Add proof of execution as in form X.] CONSENT OF PERSON DESIGNATED, TO BE ATTACHED TO FOREGOING. do hereby consent to the designation set forth in the foregoing certificate, bearing even date herewith. On the SS.: day of , 190 before me personally came [insert name of person designated], to me known, and known to me to be the individual described in and who executed the foregoing certificate, and he acknowledged to me that he executed the [Signature of Notary.] same. VERIFICATION OF COPY OF CHARTER, TO BE ATTACHED TO FOREGOING. STATE OF NEW YORK,) SS.: being duly sworn, says that he is the secretary [or other officer] of the Company, and that the copy of the charter or certificate of incorporation of the said Company hereto Revocation and Designation of New Agent PURSUANT TO SECTION 16 OF THE GENERAL CORPORATION LAW AND SECTION 432 OF THE CODE OF CIVIL PROCEDURE. The Company, a foreign corporation, hereby revokes the designation of heretofore made by it as the person upon whom process against it may be served within the State of New York, and in his place and stead hereby designates as the person upon whom a summons against said Company may be of business of said Company. to the above designation, Company has caused day of IN WITNESS WHEREOF, the said this certificate to be executed by its president [or vice-president], and its corporate seal to be hereto affixed on this 190 . [CORPORATE SEAL.] By [President or Vice-President.] [Add proof of execution as in form X, consent and acknowledgment of new designee, as above.] XII. I, holders of to vote as my proxy at the annual meeting of stockCompany, to be held on the 190 and at any adjourned meeting thereof. day of IN WITNESS WHEREOF, I have hereunto set my hand and seal, this day of In presence of 190 [SEAL.] A proxy is valid only for eleven months from the date of its execution, unless a specified limited time be mentioned. See § 21, General Corporation Law. XIII. Certificate of Consent (or Vote) of Stockholders to Extend Corporate Existence. * We, the undersigned, president], and secretary], of the [state whether president or vice[state whether secretary or assistant Company, do hereby certify, under the seal of said corporation, that the stockholders of said corporation owning not less than two-thirds in amount of the capital stock thereof, have consented [in writing] [or, by vote at a special meeting of the stockholders called for that purpose, upon the same notice as that required for the annual meetings of the corporation] to extend the existence of the said corporation for a period of years from the expiration of the time mentioned in the certificate of incorporation heretofore filed by it on or about the came [insert names of officers signing] to me known, and known to me to be the individuals described in and who executed the foregoing certificate, and they severally acknowledged to me that they executed the same. [Signature of Notary.] This certificate must be filed, recorded and indexed in the office of the secretary of state, and a certified copy thereof, with a certificate of the secretary of state of such filing and record (or a duplicate original of the certificate) must also be filed, recorded and indexed in the office of the clerk of the county in which the principal place of business of the corporation is located, etc. See § 32, General Corporation Law, page 98, ante. * The written consent of the stockholders may follow the form of the above certificate, and ought to be acknowledged by them. See also form VIII. |