2023 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.