How to Amend Certificate of Incorporation in New York (2025)

Amending the Certificate of Incorporation in New York is required if you make any changes to your formed corporation. An amendment is a process through which you report the structural or any change in your corporation to the New York Secretary of State. To do so, you are required to follow a few simple steps. You need to get the amendment form, enter the details of the changes, and submit it to the appropriate address along with the amendment fee.

In this article, we have shared the process in detail. You will learn how to amend New York Certificate of Incorporation in easy steps. It will be helpful for you if you read the article till the end.

What is the New York Certificate of Incorporation?

The New York Certificate of Incorporation is a legal document that you need to file with the Secretary of State while registering your corporation in New York. It is similar to the Articles of Organization you file while creating an LLC in New York. If you already own a corporation in New York, you must know what the Certificate of Incorporation is. However, those who are not aware of this document can get all the required details from this page. The Certificate of Incorporation is a set of papers that have all the information regarding your corporation and are filed with the Secretary of State. You must pay the filing fees to register your Certificate of Incorporation.

This document has information related to your corporation. Details like the name of the corp, principal address, New York Resident Agent details, corporation structure, directors, shareholders, and signature of the incorporators should be mentioned in the document. An online or offline form mentioning these details should be filed with the SOS at the time of forming your corporation. You must pay the filing fee to the state online or by check.

Like forming an LLC, for the corporation, it takes some time to form your business in New York after filing the documents. You can expedite the filing process by paying additional money over the filing fees.

It is good to make changes in your Certificate of Incorporation. When you change anything, specifcally the name, it brings good and bad effects to the company. Make sure the name change does not affect your revenue or status adversely.
– LLCBuddy Editorial Team

How to Amend the New York Certificate of Incorporation

There are three main steps to file your amendment to the New York Certificate of Incorporation. Before you proceed with the steps of filing the form, you must know what changes you can make in your corporation and what changes you cannot. Let’s start with the first step and some related information,

Step 1: Determine What Changes You Need in New York Corporation

Updating your Certificate of Incorporation periodically can be beneficial by making necessary changes. However, frequent alterations in structure or name may not be advisable. The first step involves determining which changes are needed and assessing their potential impact. Modifying aspects of your existing business can affect your revenue or client relationships, so it’s crucial to carefully consider whether the changes are truly necessary and what consequences they may bring.

An up-to-date Certificate of Incorporation reflects the current status of a corporation in New York. The key elements of your updated Certificate of Incorporation may include the advantages of being a Resident Agent, the company’s contact information, and the process for receiving legal notices, among other details.

Step 2: Review the Changes You Made in the Certificate of Incorporation

The subsequent step involves reviewing the changes. The New York Secretary of State may request additional supporting documents based on the modifications made to your corporation. After finalizing the changes, you can proceed to draft the New York corporate amendment. Consult with the SOS to determine if any other documents need to be submitted. For instance, if you are changing the business name, you might be required to submit a name change/reservation form along with the New York Corporate Amendment form.

What Can Be Changed in Certificate of Incorporation

It is not easy to change things in your business. Besides, there are some restrictions in changing things in your corporation in New York. There are things you can change, but there are things that you cannot change. I have mentioned a few points in this article that you can change above, such as the name, statement of purpose, and the number of shares issued. Now, there are things that you cannot change in the Certificate of Incorporation.

What Can not Be Changed in New York Corporate Amendment?

If you started a corporation in New York, you must initially have appointed a Resident Agent. You cannot change the initial registered agent in the Certificate of Incorporation Corporate Amendment. You can change it using other methods and forms available in the New York SOS.

Another point is the initial mailing address of your corporation cannot be changed in the New York Corporate Amendment. In this case, you can change it through other methods requiring different forms.

The third point is the initial directors who formed the corporation in New York. The details of the initial directors cannot be changed in the New York Corporate Amendment. There is no other way to change the directors’ details.

Step 3: File the New York Corporate Amendment

Finally, file the New York Corporate Amendment with the Secretary of State by the methods (online or offline) available. You must go through the filing process mentioned on the SOS official website before you start the filing process. You must pay the state fees for filing the New York Corporate Amendment.

Online Filing: Amendment of Incorporation Online
Offline Filing: Amendment of Incorporation PDF Form
Amendment Fees: $60 processing fee + an additional $25 for expedited filing

If you are in New York and have formed an LLC, you must file the Certificate of Amendment in New York with the SOS if you make any changes to the limited liability company.

Why Amend Certificate of Incorporation in New York?

There can be several reasons why you make changes to your corporation. A business runs based on diverse components. From economic conditions to internal structures (shareholders and directors), the corporation can change many times in its life based on external or internal reasons.

Change of New York Corporation Name: The name of the corporation does not often change because it is the primary identity of any business. Sometimes, a spelling or the entire name requires to be changed for many reasons. In that case, the corporation has to file the amendment with the SOS mentioning the old and new names. They have to submit the business name change form with the amendment form.

Change of Statement of Purpose: This is a document where you explain the purpose of your corporation. The purpose says that you are involved in legal and lawful activities through your business. If you are having a nonprofit, you must have a community purpose. If you change that purpose, you must file the amendment. If you change the nature of the business or the purpose of the corporation overall, then you must file an amendment.

Change in Numbers of Stocks and Shares: Finally, if you change the number of shares or stock issues in your company, then you must amend it. It can be reduced or increased if you decide to remove or add a shareholder/partner to the corporation. In that case, it must be amended with the SOS.

Penalties for Not Filing the Amendment in New York

Now, one question arises when we talk about filing the amendment what happens if you don’t amend the New York Certificate of Incorporation? The answer is simple. You might have to pay heavy penalties if you do not file it. Besides, you may lose existing clients as they may not be interested in continuing to work with your company.

They might cancel the existing contract; you might lose the bank loan or advance opportunities, or you may lose the business bank accounts for not complying with the amendment filing requirements. Hence, it is highly recommended to amend the New York Certificate of Incorporation.

FAQs

What is the process of amending a New York Certificate of Incorporation?

To amend a New York Certificate of Incorporation, a corporation must file a Certificate of Amendment with the New York Department of State.

Can any part of a New York Certificate of Incorporation be amended?

Yes, any part of a New York Certificate of Incorporation can be amended, including the corporate name, purpose, or duration.

How long does it take to process an amendment to a New York Certificate of Incorporation?

The processing time for an amendment to a New York Certificate of Incorporation can vary, but it typically takes about 2-3 weeks.

What is the fee for amending a New York Certificate of Incorporation?

The filing fee for amending a New York Certificate of Incorporation is $60 for domestic corporations and $125 for foreign corporations.

Can a corporation change its name when amending a New York Certificate of Incorporation?

Yes, a corporation can change its name when amending a New York Certificate of Incorporation by including the new name in the Certificate of Amendment.

Are there any restrictions on changing the purpose of a corporation in a New York Certificate of Incorporation?

There are no specific restrictions on changing the purpose of a corporation in a New York Certificate of Incorporation, as long as the new purpose is lawful.

Can a corporation extend its duration when amending a New York Certificate of Incorporation?

Yes, a corporation can extend its duration when amending a New York Certificate of Incorporation by including the new duration in the Certificate of Amendment.

What happens after a New York Certificate of Incorporation is successfully amended?

Once a New York Certificate of Incorporation is successfully amended, the corporation will receive a stamped copy of the Certificate of Amendment from the Department of State.

Do all shareholders need to approve an amendment to a New York Certificate of Incorporation?

In most cases, all shareholders do not need to approve an amendment to a New York Certificate of Incorporation, unless the corporation’s bylaws require it.

Can a corporation revert to its original provisions after amending a New York Certificate of Incorporation?

Yes, a corporation can revert to its original provisions after amending a New York Certificate of Incorporation by filing another Certificate of Amendment.

Is there a deadline for amending a New York Certificate of Incorporation?

There is no specific deadline for amending a New York Certificate of Incorporation, but corporations are encouraged to update their documents promptly.

Can a corporation amend its New York Certificate of Incorporation multiple times?

Yes, a corporation can amend its New York Certificate of Incorporation multiple times as needed to reflect changes in its business or structure.

What information is required in a Certificate of Amendment for a New York Corporation?

A Certificate of Amendment for a New York Corporation must include the current name and file number of the corporation, as well as the specific provisions to be amended.

Can a corporation make multiple amendments in a single Certificate of Amendment for a New York Corporation?

Yes, a corporation can make multiple amendments in a single Certificate of Amendment for a New York Corporation as long as all changes are clearly specified.

Will amending a New York Certificate of Incorporation affect the corporation’s tax status?

Amending a New York Certificate of Incorporation may not directly affect the corporation’s tax status, but changes to the purpose or structure could impact tax obligations.

How can a corporation confirm that its New York Certificate of Incorporation has been successfully amended?

A corporation can confirm that its New York Certificate of Incorporation has been successfully amended by requesting a copy of the official Certificate of Amendment from the Department of State.

Can a corporation amend its New York Certificate of Incorporation online?

Yes, a corporation can conveniently file an amendment to its New York Certificate of Incorporation online through the New York Department of State’s website.

Are there any special requirements for foreign corporations amending their New York Certificate of Incorporation?

Foreign corporations amending their New York Certificate of Incorporation may need to include additional documentation, such as a certificate of good standing from their home state.

Can a corporation amend its New York Certificate of Incorporation by resolution of the board of directors?

Yes, a corporation can amend its New York Certificate of Incorporation by resolution of the board of directors, followed by filing a Certificate of Amendment with the Department of State.

Can a corporation amend its New York Certificate of Incorporation without approval from shareholders?

Yes, certain amendments to a New York Certificate of Incorporation may not require shareholder approval, depending on the corporation’s bylaws and the nature of the changes.

What is the difference between a Certificate of Amendment and a Restated Certificate of Incorporation in New York?

A Certificate of Amendment makes specific changes to the existing Certificate of Incorporation, while a Restated Certificate of Incorporation consolidates all previous amendments into a single document.

Can a corporation still conduct business while waiting for its New York Certificate of Incorporation to be amended?

Yes, a corporation can continue to conduct business as usual while waiting for its New York Certificate of Incorporation to be officially amended.

Are there any penalties for failing to amend a New York Certificate of Incorporation?

While there may not be immediate penalties for failing to amend a New York Certificate of Incorporation, it is important for a corporation to keep its documentation up to date to maintain compliance.

Can a corporation amend its New York Certificate of Incorporation to add or remove directors?

Yes, a corporation can amend its New York Certificate of Incorporation to add or remove directors by specifying the changes in the Certificate of Amendment.

Are there any restrictions on the content of a New York Certificate of Incorporation amendment?

As long as the proposed changes are lawful, there are generally no specific restrictions on the content of a New York Certificate of Incorporation amendment.

Can a corporation amend its New York Certificate of Incorporation for reasons other than legal compliance?

Yes, a corporation can amend its New York Certificate of Incorporation for reasons other than legal compliance, such as updating the name or structure to better reflect the business.

Does amending a New York Certificate of Incorporation require legal assistance?

While legal assistance is not required to amend a New York Certificate of Incorporation, corporations may choose to consult with an attorney to ensure compliance and accuracy in the amendment process.

Can a corporation amend its New York Certificate of Incorporation to change its registered agent?

Yes, a corporation can amend its New York Certificate of Incorporation to change its registered agent by specifying the new agent in the Certificate of Amendment.

Can a corporation amend its New York Certificate of Incorporation to update its fiscal year end?

Yes, a corporation can amend its New York Certificate of Incorporation to update its fiscal year end by including the new date in the Certificate of Amendment.

How do I amend my New York Certificate of Incorporation?

To amend your New York Certificate of Incorporation, you must file an amendment with the New York Department of State.

In Conclusion

Amending the New York Certificate of Incorporation may not involve numerous steps, but the process can be more complex than it appears. It’s crucial to carefully consider any changes to ensure they do not negatively impact your business or client relationships. Before proceeding with modifications and amendments, it is advisable to consult with an attorney or legal professional for guidance.

Due to the complicated structure, forming a corporation in New York might be difficult. However, after forming the corporation, managing it seems to be more difficult for many people. A frequent change may or may not occur. But, every time you make a change, you must file the amendment with New York SOS. It is also suggested that you do not make changes frequently as it may affect your brand in a reverse way.