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This entry was published on 2021-04-23
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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 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 or who has been designated as registered agent for such
corporation, may be signed, verified 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 or the
registered agent, if such be the case. A certificate signed, verified
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.

* NB Effective until January 1, 2023

* (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.

* NB Effective January 1, 2023