N.Y. Business Corporation Law 1309-A – Certificate of change; contents
§ 1309-A. Certificate of change; contents.
Terms Used In N.Y. Business Corporation Law 1309-A
- 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.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
(a) In lieu of a certificate of amendment, an authorized foreign corporation, upon compliance with this section, may make any or all of the following changes in its application for authority:
(1) To change the location of its office in this state.
(2) To specify or change the post office address to which the secretary of state shall mail a copy of any process against it served upon him.
(3) To make, revoke or change the designation of a registered agent or specify or change his address.
(4) To specify, change or delete the email address to which the secretary of state shall email a notice of the fact that process against the corporation has been electronically served upon him or her.
(b) To accomplish such change, a certificate entitled "Certificate of change of application for authority of ………. (name of corporation) under section 1309-A of the Business Corporation Law" shall be signed and delivered to the department of state.
It shall set forth:
(1) The name of the foreign corporation as it appears on the index of names of existing domestic and authorized foreign corporations of any type or kind in the department of state, division of corporations and the fictitious name the corporation has agreed to use in this state pursuant to paragraph (d) of section 1301 of this chapter.
(2) The jurisdiction of its incorporation.
(3) The date it was authorized to do business in this state.
(4) Each change effected thereby.
(c) A certificate of change of application for authority which changes only the post office address to which the secretary of state shall mail a copy of any process against an authorized foreign corporation served upon him or her, and/or the email address to which the secretary of state shall email a notice of the fact that process against it has been electronically served upon the secretary of state and/or which changes the address of its registered agent, provided such address is the address of a person, partnership or other corporation whose address, as agent, is the address to be changed, and/or the email address being changed is the email address of a person, partnership or corporation whose email address, as agent, is the email address to be changed, and/or who has been designated as registered agent for such authorized foreign corporation, may be signed and delivered to the department of state by such agent. The certificate of change of application for authority shall set forth the statements required under subparagraphs (1), (2), (3) and (4) of paragraph (b) of this section; that a notice of the proposed change was mailed by the party signing the certificate to the authorized foreign corporation not less than thirty days prior to the date of delivery to the department and that such corporation has not objected thereto; and that the party signing the certificate is the agent of such foreign corporation to whose address the secretary of state is required to mail copies of process, and/or the agent of such foreign corporation to whose email address the secretary of state is required to mail a notice of the fact that process against it has been electronically served on the secretary of state and/or the registered agent, if such be the case. A certificate signed and delivered under this paragraph shall not be deemed to effect a change of location of the office of the corporation in whose behalf such certificate is filed.