Legislation
SECTION 1309-A
Certificate of change; contents
Business Corporation (BSC) CHAPTER 4, ARTICLE 13
§ 1309-A. 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 1309-A of the Business 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
type or kind in the department of state, division of corporations and
the fictitious name the corporation has agreed to use in this state
pursuant to paragraph (d) of section 1301 of this chapter.
(2) The jurisdiction of its incorporation.
(3) The date it was authorized to do business 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, 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 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 corporation
whose email address, as agent, is the email address to be changed,
and/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 mail a notice of the fact that process against it has been
electronically served on 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.
(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 1309-A of the Business 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
type or kind in the department of state, division of corporations and
the fictitious name the corporation has agreed to use in this state
pursuant to paragraph (d) of section 1301 of this chapter.
(2) The jurisdiction of its incorporation.
(3) The date it was authorized to do business 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, 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 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 corporation
whose email address, as agent, is the email address to be changed,
and/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 mail a notice of the fact that process against it has been
electronically served on 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.