Section 1309. Certificate of amendment; contents, effect  


Latest version.
  • (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.