N.Y. Business Corporation Law § 805: Certificate of amendment; contents

§ 805. Certificate of amendment; contents.

(a) To accomplish any amendment, a certificate of amendment, entitled

"Certificate of amendment of the certificate of incorporation of

...................................(name of corporation) under section

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.