N.Y. Banking Law 8005 – Certificate of amendment or of change; contents
§ 8005. Certificate of amendment or of change; contents. 1. To accomplish any amendment or change, a certificate of amendment, entitled "Certificate of amendment of the organization certificate of ……….. (name of corporation) under § 8005 of the Banking Law" shall be signed, verified and filed as provided in section one thousand three. It shall set forth:
Terms Used In N.Y. Banking Law 8005
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Organization certificate: includes (a) the original organization certificate or any other instrument filed or issued under any statute to form a corporation or foreign corporation, as amended, supplemented or restated by certificates of amendment, merger or consolidation or other certificates or instruments filed or issued under any statute; or (b) a special act or charter creating a corporation or foreign corporation, as amended, supplemented or restated by special acts or by certificates of amendment, merger or consolidation or other certificates or instruments filed or issued under any statute. See N.Y. Banking Law 1001
(a) The name of the corporation and, if it has been changed, the name under which it was formed.
(b) The date its organization certificate was filed by the superintendent.
(c) Each amendment effected thereby.
(d) If any such amendment provides for a change or elimination of issued shares, and if the manner in which the same shall be effected is not set forth in such amendment, then a statement of the manner in which the same shall be effected.
(e) If any amendment reduces capital stock, then a statement of the manner in which the same is effected and the amounts from which and to which capital stock is reduced.
(f) The manner in which the amendment of the organization certificate was authorized.
2. Any number of amendments or changes may be included in one certificate under this section. Such certificate may also include any amendments or changes permitted by other sections and in that case the certificate shall set forth any additional statement required by any other section specifying the contents of a certificate to effect such amendment or change.
3. In the case of a change of shares, the shares resulting from such change shall, upon the filing of the certificate of amendment under this section, be deemed substituted for the shares changed, in accordance with the stated terms of the change.