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Whether you’re looking to change your corporation's name, adjust its structure, or modify certain provisions within your certificate of incorporation, the Certificate of Amendment form in New York plays a crucial role in formalizing these changes. This document, specific to domestic corporations, must provide comprehensive details, including the current name of the corporation and the original name if a change has been made previously. Additionally, it requires the date of the initial filing of the certificate of incorporation, ensuring that all information aligns with existing records held by the New York State Department of State. The specific amendments you wish to implement should be clearly articulated, as the form mandates stating the full text of each amended paragraph. Importantly, the amendment must be authorized by the board of directors along with either a majority shareholder vote or unanimous consent of all outstanding shareholders. Alongside these essentials, the form must be accompanied by a filing fee, totaling $60, to ensure swift processing. Remember, while using the official form is straightforward, consulting an attorney is advisable to navigate any complexities and secure compliance with the law.

Certificate Of Amendment Nys Example

New York State

Department of State

DIVISION OF CORPORATIONS,

STATE RECORDS AND

UNIFORM COMMERCIAL CODE

One Commerce Plaza

99 Washington Ave.

Albany, NY 12231-0001

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:

.

DOS-1554-f (Rev. 03/17)

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)

DOS-1554-f (Rev. 03/17)

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

DOS-1554-f (Rev. 03/17)

Page 3 of 3
Get Certificate Of Amendment Nys PDF Form

Form Characteristics

Fact Name Description
Governing Law The Certificate of Amendment is governed by Section 805 of the New York Business Corporation Law.
Purpose of the Form This form is used to amend the Certificate of Incorporation for a domestic corporation in New York State.
Filing Location The completed certificate must be filed with the New York State Department of State, specifically at One Commerce Plaza, 99 Washington Ave., Albany, NY.
Filing Fee There is a filing fee of $60 required when submitting the Certificate of Amendment.
Required Information The form requires specific details including the current name of the corporation and the date of incorporation.
Amendment Details The full text of each amended paragraph must be provided, detailing specific changes made to the corporation's structure or name.
Approval Process Amendments must be authorized by a vote of the board of directors and a majority of outstanding shares, or via unanimous written consent.
Verification Requirement Information must exactly match the records of the Department of State, which can be verified online through their official website.
Legal Guidance The Department of State recommends that individuals seek legal advice when preparing this form, although it's not required to use the official form.

Guidelines on Utilizing Certificate Of Amendment Nys

Once you have gathered the necessary information, you are ready to fill out the Certificate of Amendment form. This document allows a corporation to officially change certain aspects of its incorporation details. Ensuring all information is correct is crucial, as any errors could delay processing.

  1. Obtain the form: Visit the New York State Department of State website to download the Certificate of Amendment form.
  2. Enter the current name: Fill in the current name of your corporation at the top of the form.
  3. Previous name (if applicable): If your corporation has changed its name before, provide the original name.
  4. Date of incorporation: Indicate the date when the original certificate of incorporation was filed.
  5. Describe the amendment: Clearly state the changes you are making. Include the full text of each amended paragraph as required.
  6. Authorization: Check the box corresponding to how the amendment was approved—by a vote of the board followed by shareholder approval or by unanimous written consent.
  7. Signature and title: Have the authorized person sign the form and include their name and title.
  8. Filer's information: Provide the name, company name (if applicable), and mailing address of the person filing the amendment.
  9. Verify accuracy: Review the completed form to ensure all details are correct and match the records from the Department of State.
  10. Submit the form: Mail the completed form with the required $60 filing fee to the New York State Department of State, One Commerce Plaza, 99 Washington Ave, Albany, NY 12231-0001.

What You Should Know About This Form

What is a Certificate of Amendment in New York State?

A Certificate of Amendment is a legal document that allows a corporation in New York to change specific information contained in its original Certificate of Incorporation. This can include changes to the corporation's name, its purpose, or the number of shares it is authorized to issue. It is an important step for companies needing to update their official records with the state.

When do I need to file a Certificate of Amendment?

You must file a Certificate of Amendment when your corporation needs to change its name or make any other significant updates to its Certificate of Incorporation. This could be due to a merger, a rebranding effort, or changes in the business's structure. Filing this amendment ensures that the state's records are current and accurate.

How do I fill out the Certificate of Amendment form?

Filling out the form requires specific details about your corporation. Start by entering your corporation's current name. If applicable, include the original name if it has changed. Next, indicate the date your Certificate of Incorporation was filed. Then, clearly state the changes you wish to make. Be precise, as each amended paragraph must be fully detailed. Finally, ensure the form is signed by an authorized individual from your corporation.

What is the cost for filing a Certificate of Amendment?

The filing fee for a Certificate of Amendment in New York is $60. This fee must accompany your filing to the Department of State. Be prepared for additional costs if you seek legal assistance or if you use expedited services for processing your amendment.

Can I prepare the Certificate of Amendment myself?

Where do I submit the Certificate of Amendment?

Your completed Certificate of Amendment should be submitted to the New York State Department of State. The address is One Commerce Plaza, 99 Washington Ave, Albany, NY 12231-0001. Ensure that you check the mailing instructions and include the correct fees to avoid any delays in processing.

Common mistakes

Filling out the Certificate of Amendment form in New York can be straightforward, but many make common mistakes that can delay the process. One prevalent error is not providing the current name of the corporation accurately. It is essential that this name matches exactly what is listed in the state records. A mismatch can result in confusion and rejection of the amendment.

Another frequent mistake involves omitting the date of filing of the original certificate of incorporation. This piece of information is critical. Without it, the Department of State may struggle to locate the correct records associated with your corporation.

Many people also fail to fully state the amendment they wish to effect. Every required paragraph must be clearly articulated. A vague or incomplete amendment can lead to misunderstandings about the changes being proposed, which can hinder approval.

Some filers do not check the authorization method box correctly. The form provides two options: a vote of the board followed by a majority of outstanding shares or unanimous consent. Selecting the wrong method can imply the procedure was not followed properly, which can affect the validity of the certificate.

Further, the signature area is often a source of confusion. Ensure that the signature belongs to an individual authorized to act on behalf of the corporation. This should not be overlooked, as an unauthorized signature can invalidate the entire document.

Another common error is related to the filing fee. The certificate requires a $60 filing fee, and omitting this payment or providing an incorrect payment method will delay processing. Always double-check payment details before submission.

People sometimes neglect to provide the filer's name and mailing address correctly. This information is vital for communication and to ensure that any correspondence regarding the application gets sent to the right place.

Finally, do not forget to conduct due diligence on the information. Many assume their details are correct without verifying them against the official records online. Such an assumption can lead to costly time delays. Always ensure that everything is accurate before submitting the form.

Documents used along the form

The Certificate of Amendment is a vital document for any corporation that wishes to make changes to its initial formation documents in New York State. Often, it is not submitted alone; rather, it accompanies several other forms and documents that help clarify and support these changes. Below are some key documents frequently associated with the Certificate of Amendment.

  • Certificate of Incorporation: This foundational document establishes the existence of a corporation in New York. It includes essential details such as the corporation's name, address, and purpose. When amending, it’s essential to refer back to this certificate to ensure consistency.
  • Bylaws: These are the rules that govern the internal management of a corporation. Bylaws dictate how meetings are held, how directors are elected, and other operational aspects. Changes to the corporation often require updates to the bylaws as well.
  • Board Resolutions: Before an amendment can be made, often the board of directors must agree on the changes. A written statement of this agreement demonstrates that the necessary internal approvals have been secured.
  • Shareholder Consent Form: If amendments require the input of shareholders, a consent form that summarizes the proposed changes and seeks approval is typically needed. This document fortifies the legitimacy of subsequent amendments.
  • Filing Fee Payment: A fee, often around $60, must accompany the Certificate of Amendment when submitted. Documentation showing this payment is necessary for the processing of the amendment.

In summary, when submitting a Certificate of Amendment in New York, it's crucial to consider these accompanying documents. They not only provide clarity and support for the amendment but also ensure that all legal requirements are met. Be thorough in your preparation to avoid any potential hiccups in the amendment process.

Similar forms

  • Certificate of Incorporation: This document establishes a corporation's existence and outlines its basic structure. Like the Certificate of Amendment, it requires specific information about the corporation and is submitted to the state.
  • Bylaws: Bylaws govern the operation of a corporation. Similar to the Certificate of Amendment, they can be changed, often requiring a vote from the board or shareholders, thereby ensuring that the corporation operates smoothly.
  • Certificate of Dissolution: This document formally ends a corporation's existence. Much like a Certificate of Amendment, it is filed with the state and signifies an official change in the corporation's status.
  • Certificate of Designation: This document is used to establish the rights and preferences of a specific class of stock. Similar to the Certificate of Amendment, it alters the structure of the corporation's governance role regarding its stock.
  • Annual Report: Corporations are required to file annual reports. While the Certificate of Amendment modifies particulars, the report updates the state's records and can reflect changes made via amendments.
  • Merger Agreement: This document outlines the terms under which two companies merge. Like the Certificate of Amendment, it requires approval from relevant parties and changes the corporation's structure.
  • Statement of Change of Registered Agent: This form updates the corporation's registered agent and is similar to a Certificate of Amendment in that it reflects a change in crucial corporate information.
  • Stock Certificate: A stock certificate represents ownership in a corporation. If the type or number of shares changes, a Certificate of Amendment may also be necessary, as both documents aim to accurately reflect ownership and structure.
  • Foreign Qualification: A corporation from another state seeking to do business in New York must file for foreign qualification. Like the Certificate of Amendment, it establishes new legal status and requires official documentation to reflect changes.
  • Certificate of Good Standing: This certificate verifies that a corporation is legally registered and compliant with state regulations. It can often be needed after an amendment is made to show that the corporation is legitimate and up-to-date in its filings.

Dos and Don'ts

When filling out the Certificate of Amendment form for New York State, consider these important dos and don'ts.

  • Do ensure the current name of the corporation matches exactly with the Department of State's records.
  • Do provide the original name of the corporation if it has been changed.
  • Do clearly state the full text of each amended paragraph.
  • Do check the appropriate box for authorization accurately.
  • Do include the signature, name, and title of the signer.
  • Don't leave any section of the form incomplete.
  • Don't ignore the requirement for the $60 filing fee.
  • Don't use a name for the corporation that is not available or already taken.
  • Don't submit the form without verifying all the information for accuracy.
  • Don't rely solely on this form if complex provisions need to be included.

Misconceptions

Here are seven common misconceptions about the Certificate of Amendment form in New York State:

  1. Only the corporation's name can be changed. Many people think the form can only be used to change the corporation's name. In reality, it can amend any part of the original incorporation document, including address and purpose.
  2. Filing the form is optional. Some believe that submitting the amendment is not necessary. However, if changes are made, they must be officially filed to maintain compliance with state law.
  3. The form comes with all legal provisions. A common thought is that the Certificate of Amendment contains every possible legal provision that may be needed. This form only includes basic requirements; it does not cover all options available for an amendment.
  4. A lawyer must prepare the form. While it is recommended to have an attorney assist in drafting documents, it is not a requirement. Individuals can prepare the form themselves or use alternatives available at legal stationery stores.
  5. The filing fee is optional. Some individuals think they can file the amendment without paying the fee. However, a $60 fee is mandatory for processing the Certificate of Amendment.
  6. Changes can take a long time to process. People often worry that the filing process is slow. Generally, if the form is filled out correctly, processing can be relatively quick and efficient.
  7. Amendments can be retroactive. Some believe that the changes can take effect before the filing date. However, amendments typically take effect on the filing date unless specified otherwise in the document.

By understanding these misconceptions, individuals can better navigate the process of filing a Certificate of Amendment in New York State.

Key takeaways

Filing a Certificate of Amendment in New York is a significant step for any corporation. Here are some key takeaways to consider when working with the form:

  • The current name of the corporation must be accurately provided in the first section.
  • If the corporation has undergone any name changes, include the original name in the designated area.
  • Clearly state the date of filing for the certificate of incorporation.
  • Detail any amendments in full, ensuring to capture the correct language from the original certificate.
  • When amending the name, format accordingly, such as: "The name of the corporation is (….new name….)."
  • Authorization for the amendment must be confirmed through the proper voting process.
  • Check the respective box to indicate if a board vote or unanimous written consent was used for approval.
  • It is essential to provide accurate information in order to match the records with the New York Department of State.
  • While the form is standardized, consider consulting with an attorney to ensure compliance with all legal requirements.
  • A $60 filing fee accompanies the submission of this certificate, so have the payment ready.

By keeping these points in mind, you can effectively navigate the process of filing a Certificate of Amendment in New York.

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