N.Y. Railroad Law § 228

§ 228. Commissioners to deliver certificate; affidavit of directors.\nWithin ten days after the election of such directors the commissioners\nshall deliver to them a certificate in duplicate, verified by the oath\nof three commissioners, before a justice of the supreme court, setting\nforth the certificate of incorporation and the organization of the\ncorporation for the purposes therein mentioned, and within five days\nafter the reception by them of such certificates, three of the directors\nso elected shall make affidavit in duplicate that the full amount of\nstock has been subscribed in good faith to construct, maintain and\noperate the railroad or railroads in such certificate of incorporation\nmentioned, and such directors shall file such affidavits and certificate\nin the office of the secretary of state, and a duplicate of the same in\nthe office of the clerk of the county wherein such railroad shall be\nlocated; and thereupon the persons who have so subscribed such\ncertificate of incorporation and all persons who shall become\nstockholders in such corporation shall be a corporation by the name\nspecified in such certificate, and be subject to the duties, liabilities\nand restrictions of such corporations.\n