Upon the filing of the certificate of incorporation by the department
of state, the corporate existence shall begin, and such certificate
shall be conclusive evidence that all conditions precedent have been
fulfilled and that the corporation has been formed under this chapter,
except in an action or special proceeding brought by the
attorney-general. Notwithstanding the above, a certificate of
incorporation may set forth a date subsequent to filing, not to exceed
ninety days after filing, upon which date corporate existence shall
begin.