N.Y. NPC Law § 403

§ 403. Certificate of incorporation; effect.\n Upon the filing of the certificate of incorporation by the department\nof state, the corporate existence shall begin, and such certificate\nshall be conclusive evidence that all conditions precedent have been\nfulfilled and that the corporation has been formed under this chapter,\nexcept in an action or special proceeding brought by the\nattorney-general. Where the certificate is for the incorporation of an\nunincorporated association or group, the members of such association or\ngroup shall be members of the corporation so created, and all property\nowned by or held for it shall belong to and vest in the corporation,\nsubject to all existing incumbrances and claims as if incorporation had\nnot taken place. Where the certificate is for the reincorporation of a\ncorporation created by special law for purposes for which a corporation\nmay be formed under this chapter, such reincorporation shall not effect\na dissolution of the corporation but shall be a continuation of its\ncorporate existence, without affecting its then existing property rights\nor liabilities, or the liabilities of its members or officers as such,\nbut thereafter it shall have only such rights, powers and privileges,\nand be subject to such other duties and liabilities as a corporation\nformed for the same purposes under this chapter.\n