N.Y. RRD Law § 301

§ 301. Qualification. The certificate of incorporation of any\ncorporation organized for the purpose of acquiring, maintaining, and\noperating the facilities of a railroad corporation of the kind described\nin section three hundred may provide that such new corporation elects to\nqualify as a railroad redevelopment corporation under and pursuant to\nthe provisions of this article; and any railroad corporation of the kind\ndescribed in section three hundred may, by action pursuant to article\neight of the business corporation law, amend its certificate of\nincorporation to include therein a like provision. The term "certificate\nof incorporation, " when used in this article, shall include any special\nlaw creating a railroad corporation and also the special laws and the\ncertificates filed pursuant to law amendatory of and supplementary to\nsuch special law.\n Upon the acceptance for filing of such certificate of incorporation or\namendment, as the case may be, such corporation shall qualify as and be\na railroad redevelopment corporation hereunder, and shall continue as\nsuch for twelve years thereafter or until the earlier termination of its\nqualification pursuant to section three hundred eleven; provided,\nhowever, that the secretary of state shall not accept any such\ncertificate of incorporation or amendment for filing unless it shall be\naccompanied by a certificate of approval of such qualification executed\nby the commissioner of transportation and by a certified copy of an\norder of the bankruptcy court dismissing the pending proceedings in\nwhich such corporation is a debtor, subject to such terms and conditions\nas the court may fix in connection with winding up the proceedings. In\nthe event another state agency shall be authorized by law to execute a\ncertificate of approval for any railroad corporation, the certificate of\napproval for any such corporation shall also be executed by such agency.\n