Corporation Charter Amendment and Name-Change Packet

NEW YORK CORPORATION CHARTER AMENDMENT AND NAME-CHANGE PACKET

Classification comes first. Use for a certificate amending the certificate of incorporation of a domestic New York business corporation. Do not use a charter amendment merely to change service-of-process, registered-agent, office, annual-report, tax, bylaw, assumed-name, merger, or foreign-registration information.

Scope gate. Excludes nonprofit, professional, benefit, regulated, insolvent, disputed-control, and defective-corporate-act matters unless New York counsel supplies the correct route.

Keep any internal bylaw change separate and cross-reference the universal amendment to bylaws.

1. ENTITY AND CHANGE INTAKE

Business reason: [____________________________________________________________]

Capitalization, financing, tax, contracts, or licenses affected: [____________________]

2. FILING CLASSIFICATION

☐ Department record, original certificate, all amendments/restatements, bylaws, stock ledger, voting agreements, and class/series terms reviewed.

☐ General amendment and narrower certificate-of-change routes were compared before filing.

☐ Restatement considered if the operative charter is fragmented.

3. NEW YORK APPROVAL GATE — § 803

Select and document the route that applies.

☐ Ordinary route — § 803(a). The board approved the amendment, followed by approval of a majority of all outstanding shares entitled to vote, subject to every greater charter or statute requirement.

☐ Unanimous written consent. The board approved the amendment and all holders of outstanding shares consented in writing, matching the Department's form route.

☐ No shareholders, accepted subscribers, or directors — § 803(d). The sole incorporator or a majority of incorporators authorized the amendment, and the certificate will contain the required no-holder, no-subscriber, and no-director statement.

☐ Board-authorized change — § 803(b) or another section. Counsel identified the exact limited change and filing route: [________________________________].

Section 803(b) separately allows board authorization for specified office, process-address, registered-agent, and process-email changes. Classify those against the § 805-A Certificate of Change route rather than automatically using this packet.

Class and series voting — § 804

In addition to the aggregate majority, a class majority is required when an amendment excludes or limits the class's voting rights, makes specified adverse share or conversion changes, or subordinates the class by authorizing superior preferences. If only one or more series are adversely affected, treat those series as the separate class for this analysis.

☐ Charter greater-vote provisions, statutory special votes, notice, meeting, quorum, and consent rules independently checked.

Board resolution

The Board approves the amendment in Section 4, directs shareholder submission where required, and authorizes [NAME/TITLE] to complete and deliver the New York certificate after every condition is satisfied.

4. AMENDMENT TEXT AND NAME CHECK

Section 805 and Form DOS-1554-f require the subject matter and full text of every provision being amended, eliminated, substituted, or added.

Proposed legal name: [________________________________]

☐ Name-availability inquiry completed on [__/__/____].

☐ Restricted-word, trademark, assumed-name, domain, licensing, and foreign-jurisdiction issues separately reviewed.

The Department cautions that its entity database is for status inquiries, not a name-availability determination. Any availability response is dated and is not approval or a guarantee of legal rights.

5. CERTIFICATE OF AMENDMENT — § 805

☐ General Form DOS-1554-f, name-only form, or attorney-drafted certificate selected correctly.

☐ Share amendments state issued and unissued share numbers, par value, classes, resulting shares, and terms of each change as required.

☐ Name and original filing date exactly match Department records.

6. RESTATEMENT ALTERNATIVE — § 807

☐ Board authorized a true restatement that consolidates the operative certificate text.

☐ Any substantive amendment included in the restatement separately received every approval required by §§ 803-804.

☐ Filing distinguishes unchanged integrated text from newly authorized amendments and contains all required certification statements.

7. FILING AND ACCEPTANCE

As of 2026-07-29, the Department of State lists a $60 filing fee for a domestic business-corporation certificate of amendment. Name-change-only certificates may be filed online; the Department states other amendment certificates use the paper route. Verify current routing and fees on filing day.

☐ Filed copy, receipt, and payment record saved.

☐ Rejection corrections remain within approved authority; material changes return for renewed approval.

8. CONFORMING RECORDS AND NOTICE LOG

☐ Minute book, operative certificate, bylaws, stock ledger, capitalization table, certificates, equity plans, and authority records updated.

☐ Banks, insurers, contracts, lenders, landlords, vendors, customers, payroll, benefits, tax agencies, licenses, and permits reviewed for notice or consent.

☐ Biennial statement, process address, registered agent, assumed names, and foreign registrations updated separately where required.

9. COMPLETION CERTIFICATE

The undersigned confirms that the filing was correctly classified; the certificate, bylaws, and equity records were reviewed; every required incorporator, board, shareholder, class, series, and contractual approval was documented; the accepted filing is retained; and conforming updates are complete or assigned.

Authorized officer: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• New York Senate — Business Corporation Law § 803
• New York Senate — Business Corporation Law § 804
• New York Senate — Business Corporation Law § 805
• New York Senate — Business Corporation Law § 807
• New York Department of State — domestic business-corporation amendment
• New York Department of State — Form DOS-1554-f
• New York Department of State — name-change-only amendment

Statutes, forms, routes, and stated fee verified 2026-07-29; recheck all filing facts immediately before submission.