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This entry was published on 2014-09-22
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SECTION 1309
Certificate of amendment; contents, effect
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 13
§ 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.