Corporation Charter Amendment and Legal-Name-Change Requirements in New York

At a glance

Requirements one by one

New York permits broad amendments but limits the resulting text

Under §§ 801 and 803, the corporation may amend in any number of respects if the resulting provisions could lawfully appear in an original certificate filed at the time of amendment. Express subjects include the name, purposes, office, process address, agent, authorized shares, par value, class and series rights, board series authority, and lawful governance terms.

The new name also remains subject to § 301(a). It needs “corporation,” “incorporated,” or “limited,” or an abbreviation; must be distinguishable in the Department's indexes; and may require an attached approval when it uses a restricted term.

The ordinary approval denominator includes every outstanding entitled share

The ordinary § 803(a) route is a board vote followed by approval from a majority of all outstanding shares entitled to vote. That is not a majority of votes cast at a meeting. A charter provision requiring a greater vote cannot be removed without the protected greater vote.

Article 8 does not add a separate board recommendation recital or a special post-approval abandonment procedure. Under §§ 104-105, the certificate becomes effective when the Department files it, so authorization and filing remain separate events.

If the corporation has no record shareholders, no accepted subscribers, and no directors, § 803(d) lets the sole incorporator or a majority of incorporators authorize the amendment. Section 615(e) separately supplies written-action rules for accepted subscribers or incorporators when there are no shareholders of record.

Meeting notice, quorum, and written consent can vary

Under §§ 601, 605, and 608, ordinary meeting notice is given 10 to 60 days in advance to entitled shareholders. The default quorum is a majority of entitled votes. The certificate or bylaws may lower it, but not below one-third, and the certificate may raise it.

Under §§ 615-616, shareholders may use unanimous written consent. If the certificate authorizes less-than-unanimous consent, holders with the minimum vote that would be required at a fully attended meeting may act, sufficient consents must arrive within 60 days of the earliest dated consent, and prompt notice goes to nonsigners. A charter provision can also raise the meeting quorum or vote; removing such a provision generally needs a two-thirds vote or the higher protected threshold.

Class votes and dissent rights are amendment-specific

Under §§ 804-806, an amendment needs a majority of all outstanding shares of an affected class when it excludes or limits voting, makes listed adverse share or conversion changes, or creates superior preferences. If only specified series are adversely affected, those series are treated as the separate class.

A nonconsenting holder of adversely affected shares may dissent and seek payment under § 806(b)(6) when the amendment alters or abolishes a preferential right, redemption or sinking-fund right, preemptive right, or voting right. The holder must follow § 623's notice and payment procedure; simply voting against the amendment is not the whole process.

Certificate of change, correction, and bylaws are separate

Section 803(b) permits the board to authorize changes to the New York office, process mailing address, registered agent or address, and process-notice email. Section 805-A supplies the narrower certificate-of-change filing for those items, with a $30 general fee or a $5 agent-filed address route under § 104-A.

A § 105 correction can fix an apparent informality or error, incorrect statement, or execution defect without changing the original effective time. It cannot be used to change or correct the corporate name. Section 601 governs bylaw amendments separately from the public certificate.

The certificate states both text and authorization

Section 805 requires the current name, any original name, the original certificate filing date, each amended or eliminated subject, full substituted or added text, detailed issued and unissued share-change information when applicable, any stated-capital reduction information, and the authorization method.

Under § 104, an officer, director, attorney-in-fact, or duly authorized person signs and states the signing capacity. Section 104-A sets the certificate-of- amendment fee at $60. The Department permits a name-change-only amendment online; all other amendment certificates use the paper route. Filing is the effective event, with no general delayed-effective-date option stated for this certificate.

Restatement consolidates and can also amend

Under §§ 805-A and 807, the board may authorize a restatement that makes no substantive change and may include changes the board can authorize alone. A restatement containing another amendment needs the holder vote otherwise required for that amendment. On filing, the restated certificate supersedes the original and prior amendments. The statutory fee is $60.

The Article 8 scheme and current Department instructions state no ordinary publication step. Section 806(b)(5) keeps a former-name suit alive after a legal- name change. Separate tax, permit, bank, contract, title, trademark, and foreign- registration consequences remain outside this survey.

What trips people up

The Department's short form offers only the ordinary meeting route and unanimous shareholder consent. The current § 615 also permits a certificate to authorize less-than-unanimous written consent. A corporation using that route must follow the statute rather than forcing the facts into the short form's boxes.

New York also distinguishes a $60 certificate of amendment from a certificate of change. A service address, agent, office county, or process-email update can fit the narrower board-authorized route, but a substantive name, purpose, share, or governance amendment does not become a certificate of change merely because it is convenient.

Common questions

Is the New York vote a majority of votes cast?

No. Section 803(a) requires a majority of all outstanding shares entitled to vote on the amendment, subject to any valid greater charter or statutory rule.

Can a New York corporation file a name change online?

Yes. The Department's current name-change-only page offers online filing. It states that other Certificates of Amendment must be filed on paper.

Can a correction certificate fix the corporate name?

No. Section 105 expressly says a corporate name may not be changed or corrected through the correction route. Use a properly authorized certificate of amendment.

Does every amendment create dissent rights?

No. Section 806(b)(6) lists the amendment effects that do, including specified harms to preference, redemption, preemptive, or voting rights.

Statutes and sources

• New York Business Corporation Law §§ 104-105, 104-A, 301, 601, 605, 608, 615-616, and 801-807 — current official New York Senate text, accessed August 15, 2026.
• New York Department of State amendment guidance, name-change-only filing page, and Form DOS-1554-f — current filing route, form fields, signature block, and $60 fee, accessed August 15, 2026.