§ 801 — Right to amend certificate of incorporation

New York § 801

• Jurisdiction: New York
• Law BSC: Business Corporation
• Art. 8: Amendments and Changes

Text

§ 801. Right to amend certificate of incorporation.\n (a) A corporation may amend its certificate of incorporation, from\ntime to time, in any and as many respects as may be desired, if such\namendment contains only such provisions as might be lawfully contained\nin an original certificate of incorporation filed at the time of making\nsuch amendment.\n (b) In particular, and without limitation upon such general power of\namendment, a corporation may amend its certificate of incorporation,\nfrom time to time, so as:\n (1) To change its corporate name.\n (2) To enlarge, limit or otherwise change its corporate purposes.\n (3) To specify or change the location of the office of the\ncorporation.\n (4) To specify or change the post office address to which the\nsecretary of state shall mail a copy of any process against the\ncorporation served upon him.\n (5) To make, revoke or change the designation of a registered agent,\nor to specify or change the address of its registered agent.\n (6) To extend the duration of the corporation or, if the corporation\nceased to exist because of the expiration of the duration specified in\nits certificate of incorporation, to revive its existence.\n (7) To increase or decrease the aggregate number of shares, or shares\nof any class or series, with or without par value, which the corporation\nshall have authority to issue.\n (8) To remove from authorized shares any class of shares, or any\nshares of any class, whether issued or unissued.\n (9) To increase the par value of any authorized shares of any class\nwith par value, whether issued or unissued.\n (10) To reduce the par value of any authorized shares of any class\nwith par value, whether issued or unissued.\n (11) To change any authorized shares, with or without par value,\nwhether issued or unissued, into a different number of shares of the\nsame class or into the same or a different number of shares of any one\nor more classes or any series thereof, either with or without par value.\n (12) To fix, change or abolish the designation of any authorized class\nor any series thereof or any of the relative rights, preferences and\nlimitations of any shares of any authorized class or any series thereof,\nwhether issued or unissued, including any provisions in respect of any\nundeclared dividends, whether or not cumulative or accrued, or the\nredemption of any shares, or any sinking fund for the redemption or\npurchase of any shares, or any preemptive right to acquire shares or\nother securities.\n (13) As to the shares of any preferred class, then or theretofore\nauthorized, which may be issued in series, to grant authority to the\nboard or to change or revoke the authority of the board to establish and\ndesignate series and to fix the number of shares and the relative\nrights, preferences and limitation as between series.\n (14) To strike out, change or add any provision, not inconsistent with\nthis chapter or any other statute, relating to the business of the\ncorporation, its affairs, its rights or powers, or the rights or powers\nof its shareholders, directors or officers, including any provision\nwhich under this chapter is required or permitted to be set forth in the\nby-laws, except that a certificate of amendment may not be filed wherein\nthe duration of the corporation shall be reduced.\n (15) To specify, change or delete the email address to which the\nsecretary of state shall email a notice of the fact that process against\nthe corporation has been electronically served upon him or her.\n (c) A corporation created by special act may accomplish any or all\namendments permitted in this article, in the manner and subject to the\nconditions provided in this article.\n