N.Y.
Business Corporation Law Section 807
Restated certificate of incorporation
(a)
A corporation, when authorized by the board, may restate in a single certificate the text of its certificate of incorporation without making any amendment or change thereby, except that it may include any one or more of the amendments or changes which may be authorized by the board without a vote of shareholders under this chapter. Alternatively, a corporation may restate in a single certificate the text of its certificate of incorporation as amended thereby to effect any one or more of the amendments or changes authorized by this chapter, when authorized by the required vote of the holders of shares entitled to vote thereon.(b)
A restated certificate of incorporation, entitled "Restated certificate of incorporation ....... (name of corporation) under Business Corporation Law § 807 (Restated certificate of incorporation)section 807 of the Business Corporation Law", shall be signed and delivered to the department of state. It shall set forth:(1)
The name of the corporation and, if it has been changed, the name under which it was formed.(2)
The date its certificate of incorporation was filed by the department of state.(3)
If the restated certificate restates the text of the certificate of incorporation without making any amendment or change, then a statement that the text of the certificate of incorporation is thereby restated without amendment or change to read as therein set forth in full.(4)
If the restated certificate restates the text of the certificate of incorporation as amended or changed thereby, then a statement that the certificate of incorporation is amended or changed to effect one or more of the amendments or changes authorized by this chapter, specifying each such amendment or change and that the text of the certificate of incorporation is thereby restated as amended or changed to read as therein set forth in full.(5)
If an amendment, effected by the restated certificate, provides for a change of issued shares, the number and kind of shares changed, the number and kind of shares resulting from such change and the terms of change. If any amendment makes two or more such changes, a like statement shall be included in respect to each such change.(6)
If the restated certificate contains an amendment which effects a reduction of stated capital, then a statement of the manner in which the same is effected and the amounts from which and to which stated capital is reduced.(7)
The manner in which the restatement of the certificate of incorporation was authorized.(c)
A restated certificate need not include statements as to the incorporator or incorporators, the original subscribers for shares or the first directors.(d)
Any amendment or change under this section shall be subject to any other section, not inconsistent with this section, which would be applicable if a separate certificate were filed to effect such amendment or change.(e)
Notwithstanding that the corporation would be required by any statute to secure from any state official, department, board, agency or other body, any consent or approval to the filing of its certificate of incorporation or a certificate of amendment, such consent or approval shall not be required with respect to the restated certificate if such certificate makes no amendment and if any previously required consent or approval had been secured.(f)
Upon filing by the department, the original certificate of incorporation shall be superseded and the restated certificate of incorporation, including any amendments and changes made thereby, shall be the certificate of incorporation of the corporation.
Source:
Section 807 — Restated certificate of incorporation, https://www.nysenate.gov/legislation/laws/BSC/807 (updated Sep. 22, 2014; accessed Oct. 26, 2024).
