NY Bus Corp L § 1309 (2021)
2021 New York Laws BSC - Business Corporation Article 13 - Foreign Corporations 1309 - Certificate of Amendment; Contents, Effect.

§ 1309. Certificate of amendment; contents, effect.  (a)  To accomplish such amendment a certificate, entitled "Certificate of amendment of application for authority of ......(name of corporation) under section 1309 of the Business Corporation Law", shall be signed and delivered to the department of state. It shall set forth:  (1) The name of the foreign corporation as it appears on the index  of names  of  existing  domestic and authorized foreign corporations of any type or kind in the department of state, division  of  corporations  and the  fictitious  name  the  corporation  has agreed to use in this state pursuant to paragraph (d) of section 1301 of this chapter.  (2) The jurisdiction of its incorporation. If the jurisdiction of  its incorporation   has  been  changed,  a  statement  that  the  change  of jurisdiction has been effected under laws permitting such  a  change  to occur,   citing  such  laws,  and  including  the  date  the  change  in jurisdiction was so effected; and  a  statement  that  annexed  to  this certificate of amendment of application for authority is the certificate required by paragraph (b) of this section.  (3) The date it was authorized to do business in this state.  (4) Each amendment effected thereby.  (5)  If  the  true  corporate name of the foreign corporation is to be changed, a statement that the change of name has been effected under the laws of the jurisdiction of its incorporation and the  date  the  change was so effected.  (6) If the business it proposes to do in this state is to be enlarged, limited or otherwise changed, a statement that it is authorized to do in the  jurisdiction of its incorporation the business which it proposes to do in this state.  (b) If the jurisdiction of its incorporation has been changed, annexed to the certificate of amendment of application for authority shall be  a certificate  by  an  authorized  officer  of the new jurisdiction of its incorporation that such foreign corporation is an  existing  corporation domiciled  in  that  jurisdiction.  If  the  annexed  certificate  by an authorized officer is not  in  the  English  language,  there  shall  be attached  thereto  a  translation  thereof in the English language under oath of the translator.  (c) If an authorized foreign corporation has changed its name  in  the jurisdiction  of  its  incorporation, or has changed its jurisdiction of incorporation, it shall deliver to the department of state within twenty days  after  the  change  became  effective  in  that   jurisdiction   a certificate  of  amendment under paragraph (a) of this section. Upon its failure to deliver such certificate, its authority  to  do  business  in this  state  shall upon the expiration of said twenty days be suspended. The filing by the department of state  of  a  certificate  of  amendment changing  the corporate name or jurisdiction of incorporation within one hundred twenty days after the effective date of the change  of  name  in the  jurisdiction  of its incorporation or of the change of jurisdiction of its incorporation effected under laws permitting  such  a  change  to occur  shall  annul  the suspension, and its authority to do business in this state shall be restored  and  continue  as  if  no  suspension  had occurred.  The secretary of state shall continue as agent of the foreign corporation upon whom process against the  foreign  corporation  may  be served  in the manner set forth in paragraph (b) of section 306 (Service of process),  in  any  action  or  special  proceeding  based  upon  any liability  or  obligation  incurred  by  it within this state before the filing of the certificate of amendment changing the  corporate  name  or changing the jurisdiction of incorporation.