2023 New York Laws › BSC - Business Corporation › Article 8 - Amendments and Changes › 807 - Restated Certificate of Incorporation.

§ 807. Restated certificate of incorporation.
(a) A  corporation,  when  authorized  by  the board, may restate in a
single certificate the text of its certificate of incorporation  without
making  any  amendment or change thereby, except that it may include any
one or more of the amendments or changes which may be authorized by  the
board  without a vote of shareholders under this chapter. Alternatively,
a corporation may restate in  a  single  certificate  the  text  of  its
certificate  of  incorporation  as  amended thereby to effect any one or
more of the amendments or  changes  authorized  by  this  chapter,  when
authorized  by  the  required  vote of the holders of shares entitled to
vote thereon.
(b)  A  restated  certificate  of  incorporation,  entitled  "Restated
certificate of incorporation ....... (name of corporation) under section
807  of  the Business Corporation Law", shall be signed and delivered to
the department of state. It shall set forth:
(1) The name of the corporation and, if it has been changed, the  name
under which it was formed.
(2) The  date  its  certificate  of  incorporation  was  filed  by the
department of state.
(3) If the restated certificate restates the text of  the  certificate
of  incorporation  without  making  any  amendment  or  change,  then  a
statement that the text of the certificate of incorporation  is  thereby
restated  without  amendment  or  change to read as therein set forth in
full.
(4) If the restated certificate restates the text of  the  certificate
of  incorporation  as  amended or changed thereby, then a statement that
the certificate of incorporation is amended or changed to effect one  or
more of the amendments or changes authorized by this chapter, specifying
each  such  amendment  or change and that the text of the certificate of
incorporation is thereby restated as  amended  or  changed  to  read  as
therein set forth in full.
(5) If  an  amendment,  effected by the restated certificate, provides
for a change of issued shares, the number and kind  of  shares  changed,
the  number  and kind of shares resulting from such change and the terms
of change. If any amendment makes two  or  more  such  changes,  a  like
statement shall be included in respect to each such change.
(6) If  the restated certificate contains an amendment which effects a
reduction of stated capital, then a statement of the manner in which the
same is effected and the amounts from which and to which stated  capital
is reduced.
(7) The  manner  in  which  the  restatement  of  the  certificate  of
incorporation was authorized.
(c) A restated certificate need  not  include  statements  as  to  the
incorporator  or  incorporators,  the original subscribers for shares or
the first directors.
(d) Any amendment or change under this section shall be subject to any
other section, not  inconsistent  with  this  section,  which  would  be
applicable if a separate certificate were filed to effect such amendment
or change.
(e) Notwithstanding  that  the  corporation  would  be required by any
statute to secure from any state official, department, board, agency  or
other  body, any consent or approval to the filing of its certificate of
incorporation or a certificate of amendment, such  consent  or  approval
shall  not  be required with respect to the restated certificate if such
certificate makes no amendment and if any previously required consent or
approval had been secured.
(f) Upon  filing  by  the  department,  the  original  certificate  of
incorporation  shall  be  superseded  and  the  restated  certificate of

incorporation, including any amendments and changes made thereby,  shall
be the certificate of incorporation of the corporation.