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


Section 805 Certificate of amendment; contents

Business Corporation (BSC)

  (a) To accomplish any amendment, a certificate of amendment, entitled "Certificate of amendment of the certificate of incorporation of ...................................(name of corporation) under section 805 of the Business Corporation Law", 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 amendment effected thereby, setting forth the subject matter of each provision of the certificate of incorporation which is to be amended or eliminated and the full text of the provision or provisions, if any, which are to be substituted or added.

  (4) If an amendment provides for a change of shares, the number, par value and class of issued shares changed, the number, par value and class of issued shares resulting from such change, the number, par value and class of unissued shares changed, the number, par value and class of unissued shares resulting from such change and the terms of each such change. If an amendment makes two or more such changes, a like statement shall be included in respect to each change.

  (5) If any amendment reduces stated capital, then a statement of the manner in which the same is effected and the amounts from which and to which stated capital is reduced.

  (6) The manner in which the amendment of the certificate of incorporation was authorized. If the amendment was authorized under paragraph (d) of section eight hundred three of this chapter, then a statement that the corporation does not have any shareholders of record or any subscribers for shares whose subscriptions have been accepted and no directors.

  (b) Any number of amendments or changes may be included in one certificate under this section. Such certificate may also include any amendments or changes permitted by other sections and in that case the certificate shall set forth any additional statement required by any other section specifying the contents of a certificate to effect such amendment or change.

  (c) In the case of a change of shares, the shares resulting from such change, shall upon the filing of the certificate of amendment, be deemed substituted for the shares changed, in accordance with the stated terms of change.