N.Y. Not-for-Profit Corporation Law 1309 – Certificate of amendment; contents, effect
§ 1309. Certificate of amendment; contents, effect.
Terms Used In N.Y. Not-for-Profit Corporation Law 1309
- 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.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
(a) To accomplish such amendment a certificate, entitled "Certificate of amendment of application for authority of ……. (name of corporation) under section 1309 of the Not-for-Profit 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 kind in the department of state and the fictitious name the corporation has agreed to use in this state pursuant to paragraph (d) of section 1301 of this article.
(2) The jurisdiction of its incorporation.
(3) The date it was authorized to conduct activities 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 activities it proposes to conduct in this state are to be enlarged, limited or otherwise changed, a statement that it is authorized to conduct in the jurisdiction of its incorporation the activities which it proposes to conduct in this state.
(b) If an authorized foreign corporation has changed its name in the jurisdiction of its 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). Upon its failure to deliver such certificate, its authority to conduct activities 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 corporation name within one hundred twenty days after the effective date of the change of name in the jurisdiction of its incorporation shall annul the suspension and its authority to conduct activities in this state shall be restored and continue as if no suspension had occurred. The secretary of state shall continue, during such suspension, 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).
(c) A certificate of amendment of application for authority shall not be filed, if the amendment adds, changes or eliminates a purpose, power or provision the inclusion of which in an application for authority requires consent or approval of any governmental body or officer or other person or body, or if the amendment changes the name of a corporation whose application for authority had such consent or approval endorsed thereon or annexed thereto, unless such consent or approval is endorsed on or annexed to the certificate of amendment of application for authority.