Legislation
SECTION 805-A
Certificate of change; contents
Business Corporation (BSC) CHAPTER 4, ARTICLE 8
§ 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.
(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.