New York Laws
Article 13 - Foreign Corporations
1309 - Certificate of Amendment; Contents, Effect.

(a) To accomplish such amendment a certificate, entitled "Certificate
of amendment of application for authority of ......(name of corporation)
under section 1309 of the Business 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
type or kind in the department of state, division of corporations and
the fictitious name the corporation has agreed to use in this state
pursuant to paragraph (d) of section 1301 of this chapter.
(2) The jurisdiction of its incorporation. If the jurisdiction of its
incorporation has been changed, a statement that the change of
jurisdiction has been effected under laws permitting such a change to
occur, citing such laws, and including the date the change in
jurisdiction was so effected; and a statement that annexed to this
certificate of amendment of application for authority is the certificate
required by paragraph (b) of this section.
(3) The date it was authorized to do business 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 business it proposes to do in this state is to be enlarged,
limited or otherwise changed, a statement that it is authorized to do in
the jurisdiction of its incorporation the business which it proposes to
do in this state.
(b) If the jurisdiction of its incorporation has been changed, annexed
to the certificate of amendment of application for authority shall be a
certificate by an authorized officer of the new jurisdiction of its
incorporation that such foreign corporation is an existing corporation
domiciled in that jurisdiction. If the annexed certificate by an
authorized officer is not in the English language, there shall be
attached thereto a translation thereof in the English language under
oath of the translator.
(c) If an authorized foreign corporation has changed its name in the
jurisdiction of its incorporation, or has changed its jurisdiction of
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) of this section. Upon its
failure to deliver such certificate, its authority to do business 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 corporate name or jurisdiction of incorporation within one
hundred twenty days after the effective date of the change of name in
the jurisdiction of its incorporation or of the change of jurisdiction
of its incorporation effected under laws permitting such a change to
occur shall annul the suspension, and its authority to do business in
this state shall be restored and continue as if no suspension had
occurred. The secretary of state shall continue 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), in any action or special proceeding based upon any
liability or obligation incurred by it within this state before the
filing of the certificate of amendment changing the corporate name or
changing the jurisdiction of incorporation.