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When a corporation in New York seeks to make changes to its structure or name, it must file a Certificate of Amendment. This important document is governed by Section 805 of the Business Corporation Law and serves as a formal request to amend the corporation's existing Certificate of Incorporation. The form requires specific details, including the current name of the corporation and the date it was originally filed with the Department of State. Additionally, any amendments must be clearly outlined, detailing the exact changes being made. For instance, if the corporation is changing its name, the new name must be explicitly stated, replacing the old one in the relevant section of the original certificate. The amendment process also requires authorization, which can be achieved through a vote of the board of directors followed by a majority vote of the shareholders or through unanimous written consent. It’s crucial for the information provided on the form to match the Department of State's records precisely, as discrepancies can lead to complications. While the New York State Department of State offers a standardized form for convenience, corporations have the option to draft their own amendments or utilize forms from legal stationery stores. However, seeking legal advice during this process is highly recommended to ensure compliance and accuracy.
Similar forms
- Certificate of Incorporation: This document establishes a corporation's existence. It includes the corporation's name, purpose, and initial directors. Like the Certificate of Amendment, it must be filed with the state and contains essential information about the corporation.
- Certificate of Dissolution: This document formally ends a corporation's existence. It outlines the decision to dissolve and must be filed with the state. Similar to the Certificate of Amendment, it requires specific information about the corporation and its actions.
- Bylaws: Bylaws govern the internal management of a corporation. They outline rules for meetings, voting, and the roles of officers. While not filed with the state, they serve a similar purpose to the Certificate of Amendment in defining the corporation's structure and operations.
- Certificate of Authority: This document allows a foreign corporation to conduct business in New York. It requires filing with the state and includes details about the corporation, similar to the information required in a Certificate of Amendment.
- Articles of Organization: Used for forming a Limited Liability Company (LLC), this document outlines the LLC's structure and purpose. Like the Certificate of Amendment, it is filed with the state and serves to officially recognize the entity's existence.
Form Preview
New York State
Department of State
DIVISION OF CORPORATIONS,
STATE RECORDS AND
UNIFORM COMMERCIAL CODE
One Commerce Plaza
99 Washington Ave.
Albany, NY
www.dos.ny.gov
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
(Insert the Current Name of Domestic Corporation)
Under Section 805 of the Business Corporation Law
FIRST: The current name of the corporation is:
.
If the name of the corporation has been previously changed, the name under which it was originally formed is:
.
SECOND: The date of filing of the certificate of incorporation with the Department of State is:
.
THIRD: The amendment effected by this certificate of amendment is as follows:
The subject matter and full text of each amended paragraph must be stated.
FOR EXAMPLE, a certificate of amendment changing the name of the corporation would read as follows:
Paragraph FIRST of the Certificate of Incorporation relating to the name of the corporation is amended to read in its entirety as follows:
FIRST: The name of the corporation is (….new name….).
Paragraph |
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of the Certificate of Incorporation relating to |
|
|
|
|
|
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is amended to read in its entirety as follows:
.
Page 1 of 3 |
Paragraph |
|
of the Certificate of Incorporation relating to |
is amended to read in its entirety as follows:
.
FOURTH: The certificate of amendment was authorized by: (Check the appropriate box)
The vote of the board of directors followed by a vote of a majority of all outstanding shares entitled to vote thereon at a meeting of shareholders.
The vote of the board of directors followed by the unanimous written consent of the holders of all outstanding shares.
X
(Signature) |
(Name of Signer) |
(Title of Signer)
Page 2 of 3 |
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
(Insert Current Name of Domestic Corporation)
Under Section 805 of the Business Corporation Law
Filer’s Name and Mailing Address:
Name:
Company, if Applicable:
Mailing Address:
City, State and Zip Code:
NOTES:
1.The name of the corporation and its date of incorporation provided on this certificate must exactly match the records of the Department of State. This information should be verified on the Department of State’s website at www.dos.ny.gov.
2.This form was prepared by the New York State Department of State. It does not contain all optional provisions under the law. You are not required to use this form. You may draft your own form or use forms available at legal stationery stores.
3.The Department of State recommends that all documents be prepared under the guidance of an attorney.
4.The certificate must be submitted with a $60 filing fee.
For Office Use Only
Page 3 of 3 |
Common mistakes
Filling out the Certificate of Amendment form in New York can be a straightforward process, but there are common mistakes that can lead to delays or even rejections. One frequent error is not providing the current name of the corporation accurately. It's crucial to ensure that the name matches exactly with what is on record with the Department of State. Any discrepancies can cause significant issues down the line.
Another common mistake involves the date of incorporation. Some individuals may forget to include this important detail or may not verify that the date matches the official records. This date is essential for establishing the timeline of the corporation's existence and ensuring that the amendment is valid.
People often overlook the requirement to clearly state the amendment in full. Simply mentioning that a change is being made is not sufficient. The form requires that the full text of each amended paragraph be included. Failing to do so can result in the form being rejected, as the Department of State needs complete information to process the amendment.
Additionally, some filers do not check the appropriate box regarding how the amendment was authorized. This is a critical step. Whether it was through a board vote or unanimous consent, indicating the correct method is necessary for the form's validity. Neglecting this detail can lead to questions about the legitimacy of the amendment.
Another mistake is not including the signature and title of the signer. This might seem minor, but without a proper signature, the form cannot be processed. It’s essential to ensure that the person signing has the authority to do so and that their title is included to avoid any confusion.
Lastly, some individuals may forget to include the $60 filing fee when submitting the form. This fee is mandatory, and without it, the amendment will not be processed. Always double-check that the payment is included to ensure a smooth submission process.
More About Certificate Of Amendment Ny Sample
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What is the purpose of the Certificate of Amendment?
The Certificate of Amendment is a legal document used to modify the existing Certificate of Incorporation of a corporation in New York. This document allows a corporation to change its name, amend its business purpose, or make other changes to its original incorporation documents. It is essential for ensuring that the corporation's records accurately reflect its current status and operations.
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How do I complete the Certificate of Amendment form?
To complete the Certificate of Amendment form, you must provide specific information about your corporation. This includes the current name of the corporation, the date of filing of the original Certificate of Incorporation, and the full text of each amended paragraph. For instance, if changing the corporation's name, you would state the new name in the appropriate section. It is crucial to ensure that all information matches the records maintained by the Department of State.
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What are the filing requirements for the Certificate of Amendment?
The completed Certificate of Amendment must be submitted along with a filing fee of $60. Additionally, the amendment must be authorized by either a vote of the board of directors followed by a majority vote of the shareholders or by unanimous written consent of all shareholders. All signatures must be provided where indicated on the form.
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Can I draft my own Certificate of Amendment?
Yes, you can draft your own Certificate of Amendment. The New York State Department of State provides a sample form, but it is not mandatory to use it. You may create your own document or use forms available at legal stationery stores. However, it is advisable to seek guidance from an attorney to ensure compliance with all applicable laws and regulations.
Misconceptions
- Misconception 1: The Certificate of Amendment is only for name changes.
- Misconception 2: The form must be completed exactly as provided.
- Misconception 3: Legal assistance is not necessary for filing.
- Misconception 4: The filing fee is optional.
Many people believe that this form is solely for changing the name of a corporation. In reality, the Certificate of Amendment can be used for a variety of changes, including alterations to the corporate structure, purpose, or other specific provisions in the Certificate of Incorporation. It serves as a tool for updating any aspect of the corporation's foundational documents, not just the name.
Some assume that the Certificate of Amendment must be filled out in a rigid manner, strictly adhering to the template provided. However, while the form offers a structured format, it is not mandatory to use it verbatim. Corporations have the option to draft their own amendment documents, provided they meet the necessary legal requirements. This flexibility allows for tailored amendments that reflect the specific needs of the corporation.
There's a common belief that individuals can easily file the Certificate of Amendment without any legal help. While it’s true that the form can be filled out by the corporation’s representatives, the New York State Department of State recommends seeking guidance from an attorney. Legal expertise can help ensure that all amendments comply with state laws and protect the corporation's interests.
Some might think that the $60 filing fee for submitting the Certificate of Amendment is just a suggestion. This is not the case. The fee is a mandatory requirement for processing the amendment. Without payment, the Department of State will not accept the filing, making it essential to include the fee to complete the amendment process.
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Key takeaways
Filling out and using the Certificate of Amendment form in New York requires attention to detail. Here are key takeaways to consider:
- Accurate Information: Ensure the corporation's current name and date of incorporation match the Department of State's records.
- Amendment Details: Clearly state the full text of each amended paragraph. This includes the exact changes being made.
- Authorization: The amendment must be authorized by the board of directors and a majority of shareholders or unanimous written consent.
- Signature Required: The form must include the signature, name, and title of the person filing the amendment.
- Filing Fee: A $60 filing fee is required when submitting the certificate.
- Form Flexibility: While this form is provided, it is not mandatory. You may create your own or use other available forms.
- Legal Guidance: It is advisable to consult an attorney when preparing documents related to corporate amendments.
- Verification: Before submission, verify all information on the Department of State's website to prevent errors.
- Submission Method: The completed form can be submitted by mail or in person at the Department of State.
- Record Keeping: Keep a copy of the filed certificate for your records as proof of the amendment.
Certificate Of Amendment Ny Sample: Usage Guide
Once you have gathered the necessary information, filling out the Certificate of Amendment form is straightforward. This document allows for updates to your corporation's existing information. After completing the form, you will need to submit it along with the required filing fee.
- Begin by entering the current name of your corporation in the designated space.
- If applicable, provide the original name under which the corporation was formed.
- Next, input the date when the certificate of incorporation was filed with the Department of State.
- Detail the amendment you wish to make. Clearly state the subject matter and include the full text of each amended paragraph. Use the provided example for guidance.
- Indicate how the amendment was authorized by checking the appropriate box. Choose between the board of directors' vote followed by a majority of shareholders or unanimous written consent.
- Sign the form, and include your name and title below your signature.
- Provide the name and mailing address of the filer, including the company name if applicable, along with the city, state, and zip code.
- Ensure that all information matches the records of the Department of State.
- Prepare a payment of $60 to accompany the form when submitting it.