1. The Laws of New York
  2. Consolidated Laws
  3. Business Corporation
  4. Article 8: Amendments and Changes


Section 801 Right to amend certificate of incorporation

Business Corporation (BSC)

  (a) A corporation may amend its certificate of incorporation, from time to time, in any and as many respects as may be desired, if such amendment contains only such provisions as might be lawfully contained in an original certificate of incorporation filed at the time of making such amendment.

  (b) In particular, and without limitation upon such general power of amendment, a corporation may amend its certificate of incorporation, from time to time, so as:

  (1) To change its corporate name.

  (2) To enlarge, limit or otherwise change its corporate purposes.

  (3) To specify or change the location of the office of the corporation.

  (4) To specify or change the post office address to which the secretary of state shall mail a copy of any process against the corporation served upon him.

  (5) To make, revoke or change the designation of a registered agent, or to specify or change the address of its registered agent.

  (6) To extend the duration of the corporation or, if the corporation ceased to exist because of the expiration of the duration specified in its certificate of incorporation, to revive its existence.

  (7) To increase or decrease the aggregate number of shares, or shares of any class or series, with or without par value, which the corporation shall have authority to issue.

  (8) To remove from authorized shares any class of shares, or any shares of any class, whether issued or unissued.

  (9) To increase the par value of any authorized shares of any class with par value, whether issued or unissued.

  (10) To reduce the par value of any authorized shares of any class with par value, whether issued or unissued.

  (11) To change any authorized shares, with or without par value, whether issued or unissued, into a different number of shares of the same class or into the same or a different number of shares of any one or more classes or any series thereof, either with or without par value.

  (12) To fix, change or abolish the designation of any authorized class or any series thereof or any of the relative rights, preferences and limitations of any shares of any authorized class or any series thereof, whether issued or unissued, including any provisions in respect of any undeclared dividends, whether or not cumulative or accrued, or the redemption of any shares, or any sinking fund for the redemption or purchase of any shares, or any preemptive right to acquire shares or other securities.

  (13) As to the shares of any preferred class, then or theretofore authorized, which may be issued in series, to grant authority to the board or to change or revoke the authority of the board to establish and designate series and to fix the number of shares and the relative rights, preferences and limitation as between series.

  (14) To strike out, change or add any provision, not inconsistent with this chapter or any other statute, relating to the business of the corporation, its affairs, its rights or powers, or the rights or powers of its shareholders, directors or officers, including any provision which under this chapter is required or permitted to be set forth in the by-laws, except that a certificate of amendment may not be filed wherein the duration of the corporation shall be reduced.

  (c) A corporation created by special act may accomplish any or all amendments permitted in this article, in the manner and subject to the conditions provided in this article.