When forming a corporation in New York, the legal foundation is established through a document called the "Certificate of Incorporation." However, amendments may be necessary over time to change certain provisions or correct any mistakes. The process of amending a New York Certificate of Incorporation is straightforward, but it requires compliance with specific legal requirements.
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In this article, we will explore the steps involved in amending a New York Certificate of Incorporation.
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Before Getting Started:
Before initiating the process of amending your New York Certificate of Incorporation, it is essential to review the current version and identify any amendments that need to be made. Determine if the amendment affects the corporation's name, officer details, or any other fundamental provisions.
Additionally, make sure to review New York state laws and regulations regarding Certificate of Incorporation amendments to stay compliant throughout the process.
Step 1: Gathering Required Information and Documents
To begin the amendment process, collect all the necessary information, which typically includes:
1. Certificate of Incorporation: Have a copy of the existing Certificate of Incorporation available.
2. Amendment Details: Identify and outline the specific amendments you wish to make.
Step 2: Drafting the Amendment Certificate
To amend your New York Certificate of Incorporation, a document called the "Certificate of Amendment" must be created. This document requires specific information and it must adhere to prescribed legal formatting. It is recommended to seek legal advice or consult with an attorney experienced in corporate law to ensure accuracy and legality. The following information must be included in the Amendment Certificate:
- Name of the Corporation: State the existing corporation's name exactly as it appears on the current Certificate of Incorporation.
- Identification: Provide the filing date and New York Department of State document (also known as DOS ID) number.
- Amendments: Clearly describe the changes you intend to make to the Certificate of Incorporation using precise language.
- Affirmation: Include a section to affirm that the amendments were approved in accordance with the New York Business Corporation Law (BCL).
- Execution: The Amendment Certificate must be signed by an authorized officer of the corporation. Include the name of the signatory, their position in the corporation, and the date of signing.
- Optional Statement: If desired, additional statements explaining or clarifying the purpose of the amendment may be included.
Step 3: Filing the Amendment Certificate
To complete the process of amending the New York Certificate of Incorporation, accurate and timely filing of the Amendment Certificate is required. Proceed as follows:
1. Prepare Multiple Copies: Creating multiple copies of the Amendment Certificate ensures that all parties involved receive a copy along with your records. Prepare two original copies and an additional copy for the corporation's records.
2. Filing Fee Payment: The amendment filing requires a fee, which can be paid online or by mail. Check the official New York Department of State website for details regarding the current fee amount and acceptable payment methods.
3. Choosing a Filing Method: New York accepts amendments via mail and online. Check the Department of State's website for the appropriate filing instructions and follow them meticulously.
4. Filing Online: If choosing the online filing method, navigate to the New York Department of State website and locate the online filing portal. Provide the requested information and upload the Amendment Certificate.
Note: Review all entered details carefully before submitting the filing. Once completed, pay the filing fee online.
5. Filing by Mail: Alternatively, you can send the Amendment Certificate and filing fee via mail. Include a self-addressed envelope for the return of the filed Amendment Certificate.
Address the mailing to:
Department of State, Division of Corporations
One Commerce Plaza, 99 Washington Ave
Albany, NY 12231
Conclusion
Amending a New York Certificate of Incorporation allows corporations to adapt to changing circumstances and correct any errors or omissions made during the initial filing process. Ensuring compliance with legal requirements and accuracy in the amendment process is crucial to maintain the corporation's legal standing.
By following the steps outlined in this article and seeking legal advice whenever necessary, corporations can successfully amend their New York Certificate of Incorporation and establish a solid legal footing as they grow and evolve.
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