(a) In lieu of a certificate of amendment, an authorized foreign
corporation, upon compliance with this section, may make any or all of
the following changes in its application for authority:
(1) To change the location of its office in this state.
(2) To specify or change the post office address to which the
secretary of state shall mail a copy of any process against it served
upon him.
(3) To make, revoke or change the designation of a registered agent or
specify or change his address.
(4) To specify, change or delete the email address to which the
secretary of state shall email a notice of the fact that process against
the corporation has been electronically served upon him or her.
(b) To accomplish such change, a certificate entitled "Certificate of
change of application for authority of .......... (name of corporation)
under section 1310 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 change effected thereby.
(c) A certificate of change of application for authority which changes
only the post office address to which the secretary of state shall mail
a copy of any process against an authorized foreign corporation served
upon him or her, the email address to which the secretary of state shall
email a notice of the fact that process against it has been
electronically served upon the secretary of state and/or which changes
the address of its registered agent, provided such address is the
address of a person, partnership or other corporation whose address, as
agent, is the address to be changed, and/or the email address being
changed is the email address of a person, partnership or other
corporation whose email address, as agent, is the email address to be
changed, or who has been designated as registered agent for such
authorized foreign corporation, may be signed and delivered to the
department of state by such agent. The certificate of change of
application for authority shall set forth the statements required under
subparagraphs (1), (2), (3) and (4) of paragraph (b) of this section;
that a notice of the proposed change was mailed by the party signing the
certificate to the authorized foreign corporation not less than thirty
days prior to the date of delivery to the department and that such
corporation has not objected thereto; and that the party signing the
certificate is the agent of such foreign corporation to whose address
the secretary of state is required to mail copies of process, and/or the
agent of such foreign corporation to whose email address the secretary
of state is required to email a notice of the fact that process against
it has been electronically served upon the secretary of state, and/or
the registered agent, if such be the case. A certificate signed and
delivered under this paragraph shall not be deemed to effect a change of
location of the office of the corporation in whose behalf such
certificate is filed.
Structure New York Laws
NPC - Not-For-Profit Corporation
Article 13 - Foreign Corporations
1301 - Authorization of Foreign Corporations.
1302 - Application to Existing Authorized Foreign Corporations.
1304 - Application for Authority; Contents.
1305 - Application for Authority; Effect.
1306 - Powers of Authorized Foreign Corporations.
1307 - Tenure of Real Property.
1309 - Certificate of Amendment; Contents, Effect.
1310 - Certificate of Change; Contents.
1311 - Surrender of Authority.
1312 - Termination of Existence.
1313 - Actions or Special Proceedings by Unauthorized Foreign Corporations.
1314 - Actions or Special Proceedings by Foreign Corporations.
1315 - Actions or Special Proceedings Against Foreign Corporations.
1318 - Liabilities of Directors and Officers of Foreign Corporations.
1319 - Liability of Foreign Corporations for Failure to Disclose Required Information.