N.Y. Business Corporation Law § 801: Right to amend certificate of incorporation

§ 801. Right to amend certificate of incorporation.

(a) A corporation may amend its certificate of incorporation, from

time to time, in any and as many respects as may be desired, if such

amendment contains only such provisions as might be lawfully contained

in an original certificate of incorporation filed at the time of making

such amendment.

(b) In particular, and without limitation upon such general power of

amendment, a corporation may amend its certificate of incorporation,

from time to time, so as:

(1) To change its corporate name.

(2) To enlarge, limit or otherwise change its corporate purposes.

(3) To specify or change the location of the office of the

corporation.

(4) To specify or change the post office address to which the

secretary of state shall mail a copy of any process against the

corporation served upon him.

(5) To make, revoke or change the designation of a registered agent,

or to specify or change the address of its registered agent.

(6) To extend the duration of the corporation or, if the corporation

ceased to exist because of the expiration of the duration specified in

its certificate of incorporation, to revive its existence.

(7) To increase or decrease the aggregate number of shares, or shares

of any class or series, with or without par value, which the corporation

shall have authority to issue.

(8) To remove from authorized shares any class of shares, or any

shares of any class, whether issued or unissued.

(9) To increase the par value of any authorized shares of any class

with par value, whether issued or unissued.

(10) To reduce the par value of any authorized shares of any class

with par value, whether issued or unissued.

(11) To change any authorized shares, with or without par value,

whether issued or unissued, into a different number of shares of the

same class or into the same or a different number of shares of any one

or more classes or any series thereof, either with or without par value.

(12) To fix, change or abolish the designation of any authorized class

or any series thereof or any of the relative rights, preferences and

limitations of any shares of any authorized class or any series thereof,

whether issued or unissued, including any provisions in respect of any

undeclared dividends, whether or not cumulative or accrued, or the

redemption of any shares, or any sinking fund for the redemption or

purchase of any shares, or any preemptive right to acquire shares or

other securities.

(13) As to the shares of any preferred class, then or theretofore

authorized, which may be issued in series, to grant authority to the

board or to change or revoke the authority of the board to establish and

designate series and to fix the number of shares and the relative

rights, preferences and limitation as between series.

(14) To strike out, change or add any provision, not inconsistent with

this chapter or any other statute, relating to the business of the

corporation, its affairs, its rights or powers, or the rights or powers

of its shareholders, directors or officers, including any provision

which under this chapter is required or permitted to be set forth in the

by-laws, except that a certificate of amendment may not be filed wherein

the duration of the corporation shall be reduced.

(15) 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.

(c) A corporation created by special act may accomplish any or all

amendments permitted in this article, in the manner and subject to the

conditions provided in this article.