How to Amend a New York Certificate of Incorporation

Elevate your business status in New York with a Certificate of Incorporation amendment. Uncover the essential steps in our comprehensive guide, ensuring a seamless process and positioning your business for success. Dive into the guide now for expert insights!

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What is a New York Certificate of Incorporation? 

A Certificate of Incorporation is the document that allows you to formally establish your business as a corporation with the State of New York. The Certificate of Incorporation is sometimes referred to as the “Articles of Incorporation” in other states. 

In order to file the Certificate of Incorporation for your New York corporation, you will need to include the following information: 

  • The name of your corporation
  • A statement of purpose
  • Your business address and county
  • Information about the shares of stock issued by the corporation
  • The address where the Secretary of State should mail any documents received in its role as registered agent

The State of New York provides a standard Certificate of Incorporation form that may be used. However, this form isn’t required, and corporations may instead draft and file their own Certificate of Formation with other optional provisions that aren’t included in the standard form. 

Regardless of whether you use the standard form or your own, the fact remains that properly filing a Certificate of Incorporation is crucial for your New York corporation. Let us help you through the entity formation process with our New York corporate formation services

Step 1: Determine if you need to change your New York Certificate of Incorporation

When there are changes to the information filed in your certificate of Incorporation, you’ll need to file a Certificate of Amendment of the Certificate of Incorporation. Common reasons you might need to amend your Certificate of Incorporation include situations in which you must make changes to the:

  • Name of the corporation
  • Statement of purpose for the business
  • Number or class of shares that the corporation is authorized to issue
  • Address for service of process

Formally updating the state with these types of updates is imperative. Of course, doing so is required to keep your business in good standing. But more than that, it’s important that you keep your business information current for contact, compliance, and auditing purposes. 

There are certain penalties that can result if you fail to properly amend your Certificate of Incorporation. One of the primary consequences includes the inability to obtain a Certificate of Status for your corporation. 

A Certificate of Status, also referred to as a Certificate of Good Standing or Certificate of Existence, is a document that evidences the legal existence of a corporation in the state. Without a Certificate of Status, your New York corporation may not be able to partake in important business activities such as: 

  • Opening business bank accounts
  • Entering into contracts
  • Applying for loans

Thus, make sure that your Certificate of Incorporation is always up to date so that you can get a Certificate of Status when you need one. Failure to do so can result in setbacks for your business that may limit your potential for growth moving forward. 

Step 2: Review the requirements for your New York amendment

Filing a Certificate of Amendment to the Certificate of Formation when changes arise is imperative to the success of your business. Here’s what you need to know to keep your corporation state-compliant. 

Step 3: Gather information for your New York amendment

As a general matter, any time you make changes to the information initially filed in your Certificate of Incorporation, you’ll need to report those changes in a Certificate of Amendment. This includes changes your corporation makes to its name, statement of purpose, address, classification, the number of stock shares, and any other additions or changes to the original filing. 

Attach supporting documentation for changes

No matter what change you make, it’s almost always recommended that you also attach supporting documentation along with your filing. For example, you might consider including verification of the votes approving the amendment(s) and the voting procedures that were followed. 

Keeping your business information updated and state-compliant can feel like a lot of work. But we are here to make things easier for you. Use our Worry-Free Compliance, New York registered agent, and amendment services to help you start, manage, and grow your business today. 

Let us help you stay compliant 

There’s no question that owning and operating your own New York corporation can be a lot of work. Fortunately, you don’t have to navigate the process alone. 

We can help make things easier, from incorporation to amendments and beyond. 

Every New York corporation has to keep the state updated when it makes changes to its Articles of Incorporation. But that doesn’t mean doing so is always simple or intuitive. Use our Worry-Free Compliance service, which includes up to two yearly amendments, to stay compliant and keep your business on track.

New York Amendment FAQs

  • Any New York corporation that makes changes to the information included in its Certificate of Incorporation will need to file a Certificate of Amendment.

  • Filing fees are subject to change. Thus, always make sure to check in with the New York Secretary of State for the most up-to-date fee information.

  • While there are no specific rules on who may file a New York Certificate of Amendment, make sure that the person filing the form for your business is someone you trust and who has all of the requisite information needed.

  • You can file your New York Certificate of Amendment with the Secretary of State Division of Corporations either online or by mail.

  • No, a Certificate of Amendment for your New York corporation isn’t the same as an annual report. While you must file an annual report for your corporation each year regardless of whether changes have been made, you only need to file a Certificate of Amendment when there are changes or updates to the corporation’s Certificate of Incorporation.

Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

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Written by Team ZenBusiness

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