N.Y. Business Corporation Law § 807: Restated certificate of incorporation

§ 807. Restated certificate of incorporation.

(a) A corporation, when authorized by the board, may restate in a

single certificate the text of its certificate of incorporation without

making any amendment or change thereby, except that it may include any

one or more of the amendments or changes which may be authorized by the

board without a vote of shareholders under this chapter. Alternatively,

a corporation may restate in a single certificate the text of its

certificate of incorporation as amended thereby to effect any one or

more of the amendments or changes authorized by this chapter, when

authorized by the required vote of the holders of shares entitled to

vote thereon.

(b) A restated certificate of incorporation, entitled "Restated

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

807 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) If the restated certificate restates the text of the certificate

of incorporation without making any amendment or change, then a

statement that the text of the certificate of incorporation is thereby

restated without amendment or change to read as therein set forth in

full.

(4) If the restated certificate restates the text of the certificate

of incorporation as amended or changed thereby, then a statement that

the certificate of incorporation is amended or changed to effect one or

more of the amendments or changes authorized by this chapter, specifying

each such amendment or change and that the text of the certificate of

incorporation is thereby restated as amended or changed to read as

therein set forth in full.

(5) If an amendment, effected by the restated certificate, provides

for a change of issued shares, the number and kind of shares changed,

the number and kind of shares resulting from such change and the terms

of change. If any amendment makes two or more such changes, a like

statement shall be included in respect to each such change.

(6) If the restated certificate contains an amendment which effects a

reduction of 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.

(7) The manner in which the restatement of the certificate of

incorporation was authorized.

(c) A restated certificate need not include statements as to the

incorporator or incorporators, the original subscribers for shares or

the first directors.

(d) Any amendment or change under this section shall be subject to any

other section, not inconsistent with this section, which would be

applicable if a separate certificate were filed to effect such amendment

or change.

(e) Notwithstanding that the corporation would be required by any

statute to secure from any state official, department, board, agency or

other body, any consent or approval to the filing of its certificate of

incorporation or a certificate of amendment, such consent or approval

shall not be required with respect to the restated certificate if such

certificate makes no amendment and if any previously required consent or

approval had been secured.

(f) Upon filing by the department, the original certificate of

incorporation shall be superseded and the restated certificate of

incorporation, including any amendments and changes made thereby, shall

be the certificate of incorporation of the corporation.