N.Y. Not-for-Profit Corporation Law § 1310: Certificate of change; contents

§ 1310. Certificate of change; contents.

(a) In lieu of a certificate of amendment, an authorized foreign

corporation, upon compliance with this section, may make any or all of

the following changes in its application for authority:

(1) To change the location of its office in this state.

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

secretary of state shall mail a copy of any process against it served

upon him.

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

specify or change his address.

(4) 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.

(b) To accomplish such change, a certificate entitled "Certificate of

change of application for authority of .......... (name of corporation)

under section 1310 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 change effected thereby.

(c) A certificate of change of application for authority which changes

only the post office address to which the secretary of state shall mail

a copy of any process against an authorized foreign corporation served

upon him or her, 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 which changes

the address of its registered agent, provided such address 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 other

corporation whose email address, as agent, is the email address to be

changed, or who has been designated as registered agent for such

authorized foreign corporation, may be signed and delivered to the

department of state by such agent. The certificate of change of

application for authority shall set forth the statements required under

subparagraphs (1), (2), (3) and (4) of paragraph (b) of this section;

that a notice of the proposed change was mailed by the party signing the

certificate to the authorized foreign corporation 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 foreign corporation to whose address

the secretary of state is required to mail copies of process, and/or the

agent of such foreign corporation to whose email address the secretary

of state is required to email 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.