N.Y. Business Corporation Law 805 – Certificate of amendment; contents
§ 805. Certificate of amendment; contents.
Terms Used In N.Y. Business Corporation Law 805
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
(a) To accomplish any amendment, a certificate of amendment, entitled "Certificate of amendment of the certificate of incorporation of ……………………………..(name of corporation) under § 805 of the Business Corporation Law", shall be signed and delivered to the department of state. It shall set forth:
(1) The name of the corporation and, if it has been changed, the name under which it was formed.
(2) The date its certificate of incorporation was filed by the department of state.
(3) Each amendment effected thereby, setting forth the subject matter of each provision of the certificate of incorporation which is to be amended or eliminated and the full text of the provision or provisions, if any, which are to be substituted or added.
(4) If an amendment provides for a change of shares, the number, par value and class of issued shares changed, the number, par value and class of issued shares resulting from such change, the number, par value and class of unissued shares changed, the number, par value and class of unissued shares resulting from such change and the terms of each such change. If an amendment makes two or more such changes, a like statement shall be included in respect to each change.
(5) If any amendment reduces stated capital, then a statement of the manner in which the same is effected and the amounts from which and to which stated capital is reduced.
(6) The manner in which the amendment of the certificate of incorporation was authorized. If the amendment was authorized under paragraph (d) of section eight hundred three of this chapter, then a statement that the corporation does not have any shareholders of record or any subscribers for shares whose subscriptions have been accepted and no directors.
(b) Any number of amendments or changes may be included in one certificate under this section. Such certificate may also include any amendments or changes permitted by other sections and in that case the certificate shall set forth any additional statement required by any other section specifying the contents of a certificate to effect such amendment or change.
(c) In the case of a change of shares, the shares resulting from such change, shall upon the filing of the certificate of amendment, be deemed substituted for the shares changed, in accordance with the stated terms of change.