§ 805 — Certificate of amendment; contents

§ 805. Certificate of amendment; contents.\n (a) To accomplish any amendment, a certificate of amendment, entitled\n"Certificate of amendment of the certificate of incorporation of\n...................................(name of corporation) under section\n805 of the Business Corporation Law", shall be signed and delivered to\nthe department of state. It shall set forth:\n (1) The name of the corporation and, if it has been changed, the name\nunder which it was formed.\n (2) The date its certificate of incorporation was filed by the\ndepartment of state.\n (3) Each amendment effected thereby, setting forth the subject matter\nof each provision of the certificate of incorporation which is to be\namended or eliminated and the full text of the provision or provisions,\nif any, which are to be substituted or added.\n (4) If an amendment provides for a change of shares, the number, par\nvalue and class of issued shares changed, the number, par value and\nclass of issued shares resulting from such change, the number, par value\nand class of unissued shares changed, the number, par value and class of\nunissued shares resulting from such change and the terms of each such\nchange. If an amendment makes two or more such changes, a like statement\nshall be included in respect to each change.\n (5) If any amendment reduces stated capital, then a statement of the\nmanner in which the same is effected and the amounts from which and to\nwhich stated capital is reduced.\n (6) The manner in which the amendment of the certificate of\nincorporation was authorized. If the amendment was authorized under\nparagraph (d) of section eight hundred three of this chapter, then a\nstatement that the corporation does not have any shareholders of record\nor any subscribers for shares whose subscriptions have been accepted and\nno directors.\n (b) Any number of amendments or changes may be included in one\ncertificate under this section. Such certificate may also include any\namendments or changes permitted by other sections and in that case the\ncertificate shall set forth any additional statement required by any\nother section specifying the contents of a certificate to effect such\namendment or change.\n (c) In the case of a change of shares, the shares resulting from such\nchange, shall upon the filing of the certificate of amendment, be deemed\nsubstituted for the shares changed, in accordance with the stated terms\nof change.\n