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New York Certificate of Change

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CERTIFICATE OF CHANGE
OF

Under Section 805-A of the Business Corporation Law

(for use by agent)

FIRST: The name of the corporation is

Said corporation is hereinafter referred to as the “Domestic Corporation.”

If the name of the Domestic Corporation has been changed, the name under which the corporation was formed is .

SECOND: The date on which the certificate of incorporation was filed by the Department of State is

THIRD: The only change effected hereby is: the post office address to which the Secretary of State shall mail a copy of any process against the Domestic Corporation served upon the Secretary of State is changed to:

FOURTH: The undersigned person, partnership, or corporation (hereinafter referred to as the “Agent”) is the agent of the Domestic Corporation to whose address the Secretary of State is required to mail copies of process against the Domestic Corporation served upon the Secretary of State. The post office address previously designated by the Domestic Corporation for that purpose was the address of the undersigned Agent, and the address specified in paragraph Third above is the new address of the undersigned Agent. The undersigned Agent mailed a notice of the proposed change of address to the Domestic Corporation not less than thirty days prior to the date of delivery of this Certificate to the Department of State. The Domestic Corporation has not objected to the change of address effected hereby. The undersigned Agent is authorized by Business Corporation Law section 805-A(b) to sign and deliver this Certificate.

Signature

Type or Print Name of “Agent”

If the “Agent” is not a natural person, type or print the name and title of person signing this Certificate on behalf of the “Agent”

CERTIFICATE OF CHANGE
OF

Under Section 805-A of the Business Corporation Law

Filer’s Name

Address

City, State and Zip Code

NOTE: This sample form is provided by the New York State Department of State Division of Corporations for filing a certificate of change to change the address of the agent for service of process of a domestic corporation. This form is designed to satisfy the minimum filing requirements pursuant to the Business Corporation Law. The Division will accept any other form which complies with the applicable statutory provisions. The Division recommends that this legal document be prepared under the guidance of an attorney. The Division does not provide legal, accounting or tax advice. This certificate must be submitted with a $5 filing fee made payable to the “Department of State.”

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What the New York Certificate of Change Is

The New York Certificate of Change is the formal filing used to record certain post-formation changes for a business entity registered in New York, such as a change of corporate name, principal office address, or registered agent information. Typically filed with the New York Department of State, Division of Corporations, the Certificate notifies the state and third parties of the new, legally effective details. For electronic transactions, be mindful of federal and state e-signature law, including the ESIGN Act (15 U.S.C. ch. 96, 2000) and New York’s Electronic Signatures and Records Act (NY Tech Law §301–309).

Why a Certificate of Change Matters

Filing a Certificate of Change updates public records, preserves compliance, and ensures official notices reach the correct address or entity name. Accurate filings prevent service-of-process issues, help maintain good standing, and reduce downstream disputes over authority or contract validity.

Why a Certificate of Change Matters

Who Completes a Certificate of Change

Typical filers include corporate officers, LLC managers or members, and registered agent services acting on behalf of businesses. Exact signatory rules depend on entity type and the entity’s governing documents.

  • Corporate officers responsible for charter documents and corporate governance
  • LLC members or managers authorized under the operating agreement
  • Registered agents or third-party filing services engaged by the business

When in doubt, consult the entity’s bylaws or operating agreement to confirm who may sign and file; some filings require board or member approval before submission.

Core Elements Included in a Certificate of Change

A professional Certificate of Change contains a clear statement of the change, exact prior and new information, the effective date, entity identifiers, and the required signature block; attachments may provide supporting documentation.

Entity Identifier

State-assigned file or DOS number plus the exact legal name as currently registered.

Change Description

A concise statement describing what is changing (name, address, registered agent, etc.).

Prior and New Values

Explicit listing of the previous information and the new information being adopted.

Effective Date

The date when the change takes legal effect, if different from filing date.

Approvals

Declaration that the change was approved in accordance with governing documents or statute.

Signature Block

Authorized signer’s name, title, signature, and date of execution.

Stepwise Filing Procedure

A straightforward filing sequence helps avoid rejections and delays.

  • 01
    Prepare Document: Complete the Certificate with accurate current and new details.
  • 02
    Obtain Approval: Secure required board, member, or manager approval per governing documents.
  • 03
    Sign and Date: Authorized signer executes the Certificate in the required capacity.
  • 04
    File with DOS: Submit the Certificate and pay filing fees to the New York Department of State.

Configuring an Online eFiling Workflow

Set up a digital workflow that mirrors the paper process while preserving legal authenticity and auditability.

Field Configuration
Document Type PDF/A with fillable fields
Signer Order Sequential or parallel, per entity approval rules
Authentication Email plus optional SMS or government ID verification
Audit Trail Enable full timestamped event logging

Where to File and How Submission Works

The Certificate is filed with the New York Department of State; filing can be done electronically or by mail depending on the Department’s accepted methods.

  • Prepare Filing: Assemble signed Certificate and any required attachments.
  • Choose Submission: Select online eFiling or traditional mail per DOS guidance.
  • Pay Fees: Include the correct filing fee; methods accepted vary by submission type.
  • Receive Confirmation: DOS returns an acknowledgment or filing receipt when accepted.

Timing, Deadlines, and What to Expect

Understand statutory or practical timing to avoid late filings and administrative complications.

Effective Date Rules:

Enter an effective date if required; otherwise the filing date governs

Processing Time:

DOS processing varies by method and volume; expect business-day handling

Record Updates:

Public records reflect changes after DOS accepts and posts the filing

Renewal/Follow-up Filings:

Some related registrations or licenses may need separate updates

Keep Copies:

Retain a certified copy of the filed Certificate for corporate records

Common Mistakes That Delay Acceptance

  • Submitting an incorrect entity name or wrong DOS file number, which misapplies the change to another record and causes rejection and re-filing.
  • Failing to obtain required internal approvals (board or member consent) before filing, producing disputes about authority and potential invalidation.
  • Using informal or abbreviated addresses and names rather than the precise legal forms, leading to mismatches between state records and contracts.
  • Omitting the required signature capacity or date on the signature block, which often results in an unfiled or returned document.

Consequences of Incorrect or Late Filings

Administrative Rejection: Must refile; delays official recognition
Service Risk: Service of process may fail without current address
Contract Issues: Name mismatches can affect enforceability
Regulatory Exposure: Licenses tied to prior details risk noncompliance
Financial Penalties: Late or incorrect filings can incur fines
Reputational Harm: Public record errors may harm stakeholder trust

Required Information Typically Included

Legal Name: Exact registered name
File Number: DOS-assigned identifier
Change Type: Name, address, agent
Old Value: Prior recorded detail
New Value: Updated detail
Signature: Authorized signer/date

Who May Sign the Certificate

Corporate Officer

A duly authorized corporate officer (for example, President or Secretary) may sign the Certificate of Change when corporate bylaws or a board resolution grant authority; include the officer’s printed title and the date of signing to demonstrate capacity.

LLC Member or Manager

An authorized member or manager should sign for an LLC per the operating agreement; if authority arises from a member vote, include a statement or attach minutes confirming the approval to avoid later challenges.

How Certificate of Change Differs from Similar Filings

Compare common post-formation filings to determine which form suits your update or amendment need.

Criteria Certificate of Change Certificate of Amendment
Purpose operational updates fundamental charter changes
Notarization typically no typically no
Approval Needed board/member approval board/member approval
Typical Fee varies by entity varies by entity

eSignature Vendor Pricing Snapshot for Filing Workflows

Cost and features for commonly used eSignature platforms vary; signNow is listed first as a baseline for comparison without implying endorsement.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies Varies Varies Varies
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No

Digital Signing and Platform Considerations

Select a platform that supports the required authentication, audit trail, and file formats for official filings and internal recordkeeping.

  • File Formats: PDF, PDF/A, DOCX supported
  • Integrations: Salesforce, NetSuite, Microsoft 365 integrations
  • Authentication: Email, SMS, or advanced ID verification

Frequently Asked Questions and Troubleshooting

Answers to common questions about preparing, signing, and filing a New York Certificate of Change.


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