N.Y. Not-for-Profit 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 Not-for-Profit 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

kind in the department of state and the fictitious name the corporation

has agreed to use in this state pursuant to paragraph (d) of section

1301 of this article.

(2) The jurisdiction of its incorporation.

(3) The date it was authorized to conduct activities 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 activities it proposes to conduct in this state are to be

enlarged, limited or otherwise changed, a statement that it is

authorized to conduct in the jurisdiction of its incorporation the

activities which it proposes to conduct in this state.

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

jurisdiction of its 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). Upon its

failure to deliver such certificate, its authority to conduct activities

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 corporation name within one hundred twenty days

after the effective date of the change of name in the jurisdiction of

its incorporation shall annul the suspension and its authority to

conduct activities in this state shall be restored and continue as if no

suspension had occurred. The secretary of state shall continue, during

such suspension, 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).

(c) A certificate of amendment of application for authority shall not

be filed, if the amendment adds, changes or eliminates a purpose, power

or provision the inclusion of which in an application for authority

requires consent or approval of any governmental body or officer or

other person or body, or if the amendment changes the name of a

corporation whose application for authority had such consent or approval

endorsed thereon or annexed thereto, unless such consent or approval is

endorsed on or annexed to the certificate of amendment of application

for authority.