Article Structure
Creating a Certificate of Amendment in New York involves a structured approach to modifying a corporation's existing articles of incorporation. This essential document, filed with the New York State Department of State, serves to formally update certain details about the corporation, such as its name or specific provisions outlined in the original certificate. The form typically starts by affirming the corporation's current name and, if applicable, the name under which it was originally formed. It then requires the inclusion of the incorporation filing date and a precise description of the amendments being made. Each amended paragraph of the original certificate needs to be verbatim, ensuring complete clarity about the changes. Furthermore, the amendment must reflect appropriate authorization, either through board approval followed by a majority shareholder vote or through unanimous written consent of shareholders. It is vital to note that all information must align with the records held by the Department of State, and compliance with regulations, including the submission of a $60 filing fee, is required. While utilizing the official form prepared by the New York State Department of State is advised, alternative methods are permissible, such as drafting a customized document or sourcing forms from legal stationery stores. Given the complexities associated with corporate governance, seeking professional legal counsel during this process is recommended to ensure accuracy and completeness.
Certificate Of Amendment Ny Sample Example
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 |
|
of the Certificate of Incorporation relating to |
|
|
|
|
|
|
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 |
Form Characteristics
| Fact Name | Details |
|---|---|
| Governing Law | This certificate is governed by Section 805 of the New York Business Corporation Law. |
| Current Corporation Name | The form requires the current name of the domestic corporation to be inserted. |
| Filing Date Requirement | The date of filing for the original certificate of incorporation must be included. |
| Amendment Details | Any changes are required to be specified in full, including the exact language of the amended section. |
| Authorization Methods | Amendments must be authorized by either a board vote followed by a majority shareholder vote or unanimous written consent from shareholders. |
| Filing Fee | A $60 filing fee must accompany the certificate when submitted to the Department of State. |
Guidelines on Utilizing Certificate Of Amendment Ny Sample
After gathering the necessary information, the next step is to accurately complete the Certificate of Amendment form. This form is essential for updating a corporation's incorporation details. Following the steps outlined below will ensure you fill out the form correctly and submit it without any issues.
- Begin by entering the current name of the domestic corporation in the first section of the form.
- If applicable, provide the original name of the corporation, if it has undergone name changes.
- In the next section, fill in the date when the certificate of incorporation was originally filed with the Department of State.
- Clearly articulate the amendment being made by stating its full text as required. If changing the name, specify how it will read post-amendment.
- Indicate how the amendment was authorized by checking the appropriate box, either through a board vote followed by a majority vote of shares or through board vote followed by unanimous written consent of shareholders.
- Sign the form in the signature section, followed by the name and title of the signer.
- Complete the filer’s information, including the name, company name (if applicable), complete mailing address, city, state, and zip code.
- Verify that all names and the date of incorporation match the records on the Department of State's website to avoid discrepancies.
- Prepare a payment of $60 as the required filing fee before submission.
What You Should Know About This Form
What is the purpose of the Certificate of Amendment in New York?
The Certificate of Amendment is a legal document that allows a corporation to change its original Certificate of Incorporation. This can include changes such as the company name, the number of shares authorized, or other key details in the corporate structure. It's a formal way to ensure that all records are updated and accurately reflect the corporation's current status.
How do I fill out the Certificate of Amendment form?
Start by providing the current name of your corporation as it appears in the records. If your name has changed before, mention the original name. Next, include the date when you filed your Certificate of Incorporation. State the details of the amendments, specifying each change clearly. The form requires a signature from an authorized person, usually a member of the board of directors or a corporate officer.
Who needs to authorize the Certificate of Amendment?
The amendment must be approved by the board of directors and either a majority vote of the shareholders or by unanimous written consent from all shareholders. This ensures that the changes are agreed upon by those who own equity in the corporation, maintaining democratic principles within the company's governance.
What are the filing fees associated with this form?
To file the Certificate of Amendment, you are required to submit a filing fee of $60. This fee should accompany the form when it is sent to the New York State Department of State. Ensure that the payment is included to avoid delays in processing your amendment.
Can I customize the Certificate of Amendment form?
Yes, while the provided form is a standard template from the New York State Department of State, you can draft your own if you prefer. However, it’s important to ensure that your document meets all legal requirements under New York law. Consulting with an attorney for guidance is recommended to prevent any mistakes during the drafting process.
Common mistakes
When filling out the Certificate of Amendment in New York, many people make avoidable mistakes that can delay the processing of their amendment. One common error involves providing an inaccurate or incomplete current name of the corporation. It is essential that this name matches exactly with the records held by the Department of State. To ensure accuracy, it is advisable to verify the information through the New York State Department of State’s official website.
Another frequent oversight occurs in the date of filing. Failing to provide the correct date can lead to confusion and can even result in the rejection of the application. This date must also align precisely with the records kept by the Department of State, so double-checking this detail is crucial.
People also sometimes neglect the requirement to include the full text of the paragraphs being amended. Whether it involves a name change or a modification of other provisions, each amended paragraph should be detailed comprehensively. If this information is omitted, the processing of the amendment may be delayed as additional information will be sought.
Additionally, there can be issues related to authorization. The section regarding how the amendment was authorized must be completed accurately. Checking the correct box and ensuring that the vote of the board of directors is reflected appropriately is vital. Mistakes in this area can raise red flags during the review process.
Another mistake often observed is the inclusion of a signature that does not match the name or title provided. It is important for the person who signs the document to be identified correctly in the corresponding section. Inconsistencies here can complicate the verification process and cause processing delays.
Furthermore, neglecting to include the appropriate filing fee is a common pitfall. Remember to attach the required fee of $60 when submitting the certificate. Without this payment, the amendment cannot be processed, which may lead to a wasting of time and effort.
Finally, some individuals may overlook the importance of seeking legal guidance. The New York State Department of State strongly recommends that all documents be prepared with the assistance of an attorney. The complexities of the process may lead to errors that could otherwise be avoided by consulting with someone knowledgeable in corporate law.
Documents used along the form
When making amendments to your corporation's formation documents in New York, there are several related forms and documents you may need in conjunction with the Certificate of Amendment. Understanding these documents can help streamline the process and ensure compliance with state regulations.
- Certificate of Incorporation: This document establishes a corporation's existence in New York. It includes the corporation's name, purpose, and information about the stock structure. If you’re changing any of these elements through an amendment, you’ll need to reference this document.
- Board Resolution: A written record of decisions made by the board of directors is crucial. This document should outline the specifics of the amendment, including any necessary approvals, ensuring transparency and adherence to corporate governance.
- Bylaws: Bylaws outline the internal rules governing a corporation's operations. If the amendment affects how the corporation is run, you may need to review or modify the bylaws accordingly.
- Application for Authority: If your corporation was formed in another state and now operates in New York, this application may be required. It registers your corporation to do business within the state and ensures compliance with local laws.
- Certificate of Good Standing: This document verifies that your corporation exists and complies with state regulations. It's often needed to show that there are no outstanding issues before filing an amendment.
- Filing Fee Payment: When submitting the Certificate of Amendment, a filing fee is required. Ensure you have the payment ready, as it is essential for processing your amendment.
- Follow-Up Notification: After your amendment is filed and approved, you may need to send notifications to stakeholders, such as shareholders or partners, informing them of the changes to the corporation.
These supporting documents play a vital role in ensuring that your corporation's amendment is recognized legally. Having them properly prepared can save time and facilitate smoother compliance with regulations.
Similar forms
- Certificate of Incorporation: This document establishes a corporation and includes essential information such as the corporation's name and purpose. Similar to the Certificate of Amendment, it must comply with statutory requirements and can be amended post-filing.
- Certificate of Dissolution: Unlike an amendment, this document formally ends a corporation's existence. It also follows specific statutory procedures and requires approval from shareholders, reflecting the governance structure similar to that seen in amendments.
- Certificate of Good Standing: This document verifies that a corporation is compliant with state regulations. While it does not amend any details, it reflects the current status of the corporation, which may have changed due to amendments.
- Bylaws: Bylaws dictate how a corporation operates. Just as amendments update foundational documents like the Certificate of Incorporation, bylaws can be amended and require specific approval procedures.
- Articles of Organization: This document is used for forming limited liability companies (LLCs). Like the Certificate of Amendment for corporations, Articles of Organization can also be modified to reflect changes in management or structure.
- Merger Agreement: This document outlines the terms under which two corporations unite. Similar to amendments, it requires shareholder approval and affects the structure and name of the resulting entity.
- Certificate of Designation: This document allows a corporation to create a new class of stock. Amendments to the Certificate of Incorporation may change already existing classes, exhibiting the same procedural requirements and legal significance.
Dos and Don'ts
When filling out the Certificate Of Amendment NY Sample form, consider the following dos and don'ts:
- Do verify that the corporation's name and date of incorporation match the Department of State's records.
- Do ensure that the full text of each amended paragraph is clearly stated.
- Do accurately indicate the authorization method used for the amendment, selecting the appropriate box.
- Do consult with an attorney for guidance during the preparation of the document.
- Don't submit the form without the required $60 filing fee.
- Don't use a name that does not conform to the corporation's original filings.
- Don't skip the step of checking the Department of State’s website for accuracy.
- Don't draft your own version if you are unfamiliar with the required legal language and structure.
Misconceptions
When it comes to the Certificate of Amendment in New York, a few common misconceptions can lead to confusion. Here are four such misconceptions:
- You must use the official form provided by the state. Many believe that using the state’s specific form is the only option. However, you can draft your own amendment as long as it meets the legal requirements.
- Only name changes require a Certificate of Amendment. While name changes are a common reason for amendments, other changes—like altering the corporation's purpose or adding a new business address—also require a certificate.
- The fee for filing is optional. Some think that fees can be waived or ignored. In reality, a $60 filing fee is mandatory when submitting your Certificate of Amendment.
- You don’t need an attorney to prepare the document. While it’s recommended to have an attorney for legal guidance, you’re not required to consult one. Many individuals prepare their own filings successfully.
Key takeaways
When considering the Certificate of Amendment form for a corporation in New York, here are some key takeaways to keep in mind:
- Accurate Information is Crucial: Ensure the name of the corporation and the date of incorporation on the form exactly match the records of the New York Department of State. Any discrepancies could delay processing.
- Detail Every Amendment: Clearly state the full text and subject matter of each amendment. This is essential for establishing the intended changes to the corporation's structure or name.
- Authorization Requirements: Be aware that the amendment must be authorized according to specific voting procedures. It can be validated either by a board vote followed by shareholder approval or unanimous written consent.
- Filing Fee: Remember to include the $60 filing fee when submitting the certificate. Omitting this payment could result in rejection of your amendment.
- Consider Legal Guidance: It is advisable to prepare the document under the guidance of an attorney. While you can use this form, the complexities of corporate laws might require professional insights.
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