N.Y. Business Corporation Law 805-A – Certificate of change; contents
§ 805-A. Certificate of change; contents.
Terms Used In N.Y. Business Corporation Law 805-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.
- 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) Any one or more of the changes authorized by paragraph (b) of section 803 (Authorization of amendment or change) may be accomplished by filing a certificate of change which shall be entitled "Certificate of change of ………. (name of corporation) under section 805-A of the Business Corporation Law" and 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 change effected thereby.
(4) The manner in which the change was authorized.
(b) A certificate of change which changes only the post office address to which the secretary of state shall mail a copy of any process against a 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 the address of the registered agent, provided such address being changed 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, or who has been designated as registered agent for such corporation, may be signed and delivered to the department of state by such agent. The certificate of change shall set forth the statements required under subparagraphs (a) (1), (2) and (3) of this section; that a notice of the proposed change was mailed to the corporation by the party signing the certificate 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 corporation to whose address the secretary of state is required to mail copies of process, and/or the agent of the 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 upon 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.