§ 1309 — Certificate of amendment; contents, effect

New York § 1309

• Jurisdiction: New York
• Law BSC: Business Corporation
• Art. 13: Foreign Corporations

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§ 1309. Certificate of amendment; contents, effect.\n (a) To accomplish such amendment a certificate, entitled "Certificate\nof amendment of application for authority of ......(name of corporation)\nunder section 1309 of the Business Corporation Law", shall be signed and\ndelivered to the department of state. It shall set forth:\n (1) The name of the foreign corporation as it appears on the index of\nnames of existing domestic and authorized foreign corporations of any\ntype or kind in the department of state, division of corporations and\nthe fictitious name the corporation has agreed to use in this state\npursuant to paragraph (d) of section 1301 of this chapter.\n (2) The jurisdiction of its incorporation. If the jurisdiction of its\nincorporation has been changed, a statement that the change of\njurisdiction has been effected under laws permitting such a change to\noccur, citing such laws, and including the date the change in\njurisdiction was so effected; and a statement that annexed to this\ncertificate of amendment of application for authority is the certificate\nrequired by paragraph (b) of this section.\n (3) The date it was authorized to do business in this state.\n (4) Each amendment effected thereby.\n (5) If the true corporate name of the foreign corporation is to be\nchanged, a statement that the change of name has been effected under the\nlaws of the jurisdiction of its incorporation and the date the change\nwas so effected.\n (6) If the business it proposes to do in this state is to be enlarged,\nlimited or otherwise changed, a statement that it is authorized to do in\nthe jurisdiction of its incorporation the business which it proposes to\ndo in this state.\n (b) If the jurisdiction of its incorporation has been changed, annexed\nto the certificate of amendment of application for authority shall be a\ncertificate by an authorized officer of the new jurisdiction of its\nincorporation that such foreign corporation is an existing corporation\ndomiciled in that jurisdiction. If the annexed certificate by an\nauthorized officer is not in the English language, there shall be\nattached thereto a translation thereof in the English language under\noath of the translator.\n (c) If an authorized foreign corporation has changed its name in the\njurisdiction of its incorporation, or has changed its jurisdiction of\nincorporation, it shall deliver to the department of state within twenty\ndays after the change became effective in that jurisdiction a\ncertificate of amendment under paragraph (a) of this section. Upon its\nfailure to deliver such certificate, its authority to do business in\nthis state shall upon the expiration of said twenty days be suspended.\nThe filing by the department of state of a certificate of amendment\nchanging the corporate name or jurisdiction of incorporation within one\nhundred twenty days after the effective date of the change of name in\nthe jurisdiction of its incorporation or of the change of jurisdiction\nof its incorporation effected under laws permitting such a change to\noccur shall annul the suspension, and its authority to do business in\nthis state shall be restored and continue as if no suspension had\noccurred. The secretary of state shall continue as agent of the foreign\ncorporation upon whom process against the foreign corporation may be\nserved in the manner set forth in paragraph (b) of section 306 (Service\nof process), in any action or special proceeding based upon any\nliability or obligation incurred by it within this state before the\nfiling of the certificate of amendment changing the corporate name or\nchanging the jurisdiction of incorporation.\n