N.Y. R.R. Law § 301
The certificate of incorporation of any corporation organized for the purpose of acquiring, maintaining, and operating the facilities of a railroad corporation of the kind described in section three hundred may provide that such new corporation elects to qualify as a railroad redevelopment corporation under and pursuant to the provisions of this article; and any railroad corporation of the kind described in section three hundred may, by action pursuant to article eight of the business corporation law, amend its certificate of incorporation to include therein a like provision. The term "certificate of incorporation, " when used in this article, shall include any special law creating a railroad corporation and also the special laws and the certificates filed pursuant to law amendatory of and supplementary to such special law.
Upon the acceptance for filing of such certificate of incorporation or amendment, as the case may be, such corporation shall qualify as and be a railroad redevelopment corporation hereunder, and shall continue as such for twelve years thereafter or until the earlier termination of its qualification pursuant to section three hundred eleven; provided, however, that the secretary of state shall not accept any such certificate of incorporation or amendment for filing unless it shall be accompanied by a certificate of approval of such qualification executed by the commissioner of transportation and by a certified copy of an order of the bankruptcy court dismissing the pending proceedings in which such corporation is a debtor, subject to such terms and conditions as the court may fix in connection with winding up the proceedings. In the event another state agency shall be authorized by law to execute a certificate of approval for any railroad corporation, the certificate of approval for any such corporation shall also be executed by such agency.
N.Y. R.R. Law § 301