N.Y. Business Corporation Law § 1309: Certificate of amendment; contents, effect

§ 1309. Certificate of amendment; contents, effect.

(a) To accomplish such amendment a certificate, entitled "Certificate

of amendment of application for authority of ......(name of corporation)

under section 1309 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. If the jurisdiction of its

incorporation has been changed, a statement that the change of

jurisdiction has been effected under laws permitting such a change to

occur, citing such laws, and including the date the change in

jurisdiction was so effected; and a statement that annexed to this

certificate of amendment of application for authority is the certificate

required by paragraph (b) of this section.

(3) The date it was authorized to do business in this state.

(4) Each amendment effected thereby.

(5) If the true corporate name of the foreign corporation is to be

changed, a statement that the change of name has been effected under the

laws of the jurisdiction of its incorporation and the date the change

was so effected.

(6) If the business it proposes to do in this state is to be enlarged,

limited or otherwise changed, a statement that it is authorized to do in

the jurisdiction of its incorporation the business which it proposes to

do in this state.

(b) If the jurisdiction of its incorporation has been changed, annexed

to the certificate of amendment of application for authority shall be a

certificate by an authorized officer of the new jurisdiction of its

incorporation that such foreign corporation is an existing corporation

domiciled in that jurisdiction. If the annexed certificate by an

authorized officer is not in the English language, there shall be

attached thereto a translation thereof in the English language under

oath of the translator.

(c) If an authorized foreign corporation has changed its name in the

jurisdiction of its incorporation, or has changed its jurisdiction of

incorporation, it shall deliver to the department of state within twenty

days after the change became effective in that jurisdiction a

certificate of amendment under paragraph (a) of this section. Upon its

failure to deliver such certificate, its authority to do business in

this state shall upon the expiration of said twenty days be suspended.

The filing by the department of state of a certificate of amendment

changing the corporate name or jurisdiction of incorporation within one

hundred twenty days after the effective date of the change of name in

the jurisdiction of its incorporation or of the change of jurisdiction

of its incorporation effected under laws permitting such a change to

occur shall annul the suspension, and its authority to do business in

this state shall be restored and continue as if no suspension had

occurred. The secretary of state shall continue as agent of the foreign

corporation upon whom process against the foreign corporation may be

served in the manner set forth in paragraph (b) of section 306 (Service

of process), in any action or special proceeding based upon any

liability or obligation incurred by it within this state before the

filing of the certificate of amendment changing the corporate name or

changing the jurisdiction of incorporation.