2023 New York Laws › BSC - Business Corporation › Article 8 - Amendments and Changes › 801 - Right to Amend Certificate of Incorporation.

§ 801. Right to amend certificate of incorporation.
(a) A  corporation  may  amend  its certificate of incorporation, from
time to time, in any and as many respects as may  be  desired,  if  such
amendment  contains  only such provisions as might be lawfully contained
in an original certificate of incorporation filed at the time of  making
such amendment.
(b) In  particular,  and without limitation upon such general power of
amendment, a corporation may amend  its  certificate  of  incorporation,
from time to time, so as:
(1) To change its corporate name.
(2) To enlarge, limit or otherwise change its corporate purposes.
(3) To   specify   or  change  the  location  of  the  office  of  the
corporation.
(4) To specify  or  change  the  post  office  address  to  which  the
secretary  of  state  shall  mail  a  copy  of  any  process against the
corporation served upon him.
(5) To make, revoke or change the designation of a  registered  agent,
or to specify or change the address of its registered agent.
(6) To  extend  the duration of the corporation or, if the corporation
ceased to exist because of the expiration of the duration  specified  in
its certificate of incorporation, to revive its existence.
(7) To  increase or decrease the aggregate number of shares, or shares
of any class or series, with or without par value, which the corporation
shall have authority to issue.
(8) To remove from authorized shares  any  class  of  shares,  or  any
shares of any class, whether issued or unissued.
(9) To  increase  the  par value of any authorized shares of any class
with par value, whether issued or unissued.
(10) To reduce the par value of any authorized  shares  of  any  class
with par value, whether issued or unissued.
(11) To  change  any  authorized  shares,  with  or without par value,
whether issued or unissued, into a different number  of  shares  of  the
same  class  or into the same or a different number of shares of any one
or more classes or any series thereof, either with or without par value.
(12) To fix, change or abolish the designation of any authorized class
or any series thereof or any of the  relative  rights,  preferences  and
limitations of any shares of any authorized class or any series thereof,
whether  issued  or unissued, including any provisions in respect of any
undeclared dividends, whether or  not  cumulative  or  accrued,  or  the
redemption  of  any  shares,  or  any sinking fund for the redemption or
purchase of any shares, or any preemptive right  to  acquire  shares  or
other securities.
(13) As  to  the  shares  of  any preferred class, then or theretofore
authorized, which may be issued in series, to  grant  authority  to  the
board or to change or revoke the authority of the board to establish and
designate  series  and  to  fix  the  number  of shares and the relative
rights, preferences and limitation as between series.
(14) To strike out, change or add any provision, not inconsistent with
this chapter or any other statute,  relating  to  the  business  of  the
corporation,  its affairs, its rights or powers, or the rights or powers
of its shareholders, directors  or  officers,  including  any  provision
which under this chapter is required or permitted to be set forth in the
by-laws, except that a certificate of amendment may not be filed wherein
the duration of the corporation shall be reduced.
(15)  To  specify,  change  or  delete  the email address to which the
secretary of state shall email a notice of the fact that process against
the corporation has been electronically served upon him or her.
(c) A corporation created by special act may  accomplish  any  or  all
amendments  permitted  in this article, in the manner and subject to the
conditions provided in this article.