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New York · Through 2026-09-11

N.Y. Business Corporation Law § 805-a: Certificate of change; contents

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Where this section sits in the code
  1. Business Corporation Law
  2. Article 8. Amendments and Changes

§ 805-A. Certificate of change; contents.

(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.

Collected 2026-09-14T19:32:44Z. Source file · JSON

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