Certificate of Amendment NY: Forms, Filing, and Post-Filing Steps

To file a Certificate of Amendment in New York, you need internal approval for the change, the correct amendment form for your entity type, and a $60 filing fee payable to the Department of State. Most filings go in by mail or in person at the Albany office; only name-change amendments for domestic business corporations can be submitted online. The rest of the mechanics depend on whether you run a corporation, LLC, or limited partnership, and whether the entity was formed in New York or authorized here as a foreign entity.

Get the Change Approved Internally First

Nothing goes to the Department of State until the entity has authorized the amendment under its own governing rules.

Corporations

A corporate amendment starts with a board resolution and then goes to the shareholders. Under New York Business Corporation Law Section 803, most amendments require a majority of all outstanding shares entitled to vote. If your certificate of incorporation sets a higher threshold for a particular change, you have to meet that higher bar, and you can’t lower it without first clearing it.¹

LLCs

Section 211 of the Limited Liability Company Law requires a majority of members to approve an amendment. If your operating agreement sets different rules, those rules control.²

Limited Partnerships

The partnership agreement controls. If it’s silent, Partnership Law Section 121-902 requires all general partners and a majority of limited partners to approve.³

Regulated Entities

Professional corporations and professional LLCs must get consent from the New York State Education Department before changing their name or business purpose.⁴ Financial institutions and insurers may need similar clearance from the Department of Financial Services. Get the endorsement before filing; the Department of State will reject an amendment that’s missing it.

Use the Right Form for Your Entity

The form depends on entity type and whether it’s domestic or foreign:

Domestic corporations: Certificate of Amendment of the Certificate of Incorporation.⁵
Domestic LLCs: Certificate of Amendment of the Articles of Organization.⁶
Domestic limited partnerships: Certificate of Amendment of the Certificate of Limited Partnership.⁷
Foreign entities: Certificate of Amendment of the Application for Authority (available for foreign corporations, LLCs, and LPs).

Forms are available on the Division of Corporations website or in person at the Albany office. You can also draft your own document instead of using the state form, as long as the content meets statutory requirements.

What the Certificate Must Contain

Every Certificate of Amendment must list the entity’s exact legal name as it currently appears on file, the date of the original formation filing, and the specific text of each change. Corporate certificates must also describe how the amendment was authorized, including the vote it received.⁵

Signatures depend on entity type. A corporate certificate is signed by an officer, director, or authorized representative. An LLC certificate is signed by a member or manager. Notarization is generally not required for standard filings with the Department of State, though regulated entities should confirm with their oversight agency.

Filing Fees

The base fee is $60 for most entity types, including domestic and foreign corporations, LLCs, and limited partnerships.⁸

Optional add-ons:

Certified copy of the filed document: $10
Uncertified copy: $5
Certificate of Status (confirming good standing): $25⁹

Banks, licensing boards, and transaction counterparties often ask for a certified copy or Certificate of Status, so it’s often worth adding one to the same submission.

How to Submit

Online

Online filing is available only for name-change-only amendments to domestic business corporation certificates. Every other amendment type goes on paper. Fax and email are not accepted.¹⁰

By Mail

Send the completed certificate and fee to: New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.⁵ Pay by money order payable to “Department of State,” or include MasterCard, Visa, or American Express information. Personal checks are not listed as a preferred method; a money order or credit card is safer.

In Person

Hand-delivering at the Albany office lets you pay at the counter and request expedited handling. For expedited handling by mail, write “Expedited Processing” on the outside of the envelope and include the extra fee.¹¹

How Long Processing Takes

Standard mail filings run roughly two to three weeks, counting mailing time. In-person filings without expedited service move faster than mail but are not same-day.

Three expedited tiers are available on top of the base fee:¹¹

24-hour processing: $25
Same-day processing: $75, with the request received before noon on a business day
Two-hour processing: $150, in-person submissions only⁸

If an expedited filing is rejected and you resubmit, you pay the expedited fee again.

Why Filings Get Rejected

A returned filing costs you time, and if you paid for expedited handling, that fee is not refunded on resubmission. The common causes are easy to avoid:

Name conflict with an existing active entity on the Division of Corporations database. Search before you submit.
Wrong signatory. An LLC amendment signed by someone who is neither a member nor a manager will be returned.
Incorrect fee. Even a few dollars off triggers rejection.
Illegible documents. The Department of State scans filings; anything that doesn’t reproduce clearly is refused.
Missing regulatory consent for professional entities.

Proof of Filing

Once the amendment is processed, the Department of State issues a filing receipt showing the filing date, entity name, and an identification number. That receipt is the basic confirmation the change is on record. If you need something more formal for a bank, licensing board, or counterparty, order a certified copy or Certificate of Status at the fees listed above.

What to Do After the Amendment Is Filed

Notify the IRS

A name change alone does not require a new Employer Identification Number.¹² Corporations report the change by checking the appropriate box on their next Form 1120 or 1120-S. Partnerships do the same on Form 1065. If you’ve already filed the current year’s return, write to the IRS at the address where you filed.¹³

If the amendment changes the entity’s “responsible party” for IRS purposes, file Form 8822-B within 60 days.¹⁴ Structural changes that fundamentally alter the entity, such as converting an LLC to a corporation, may require a new EIN entirely.

Update Internal Documents

Bring your bylaws, operating agreement, or partnership agreement in line with whatever the amendment changed, and adopt the updated version by the appropriate vote. Formation documents and internal governance that don’t match cause problems during audits, financing, and ownership disputes.

Notify Banks, Licensing Agencies, and Business Partners

Banks, insurance carriers, state licensing boards, and vendors holding contracts in your old name all need the update. Name changes in particular can disrupt payment processing, tax filings, and contract enforcement if counterparties don’t have your current information.

LLCs: No New Publication Required

New York LLCs publish notice when they first form, but a Certificate of Amendment does not trigger a new publication requirement. Section 206 of the LLC Law provides that once the initial six weekly publications are complete, no further publication is required even if the information in those notices later changes.¹⁵

1
New York State Senate. New York Business Corporation Law 803 – Authorization of Amendment or Change
2
New York State Senate. New York Limited Liability Company Law 211 – Amendment or Restatement of Articles of Organization
3
New York State Senate. New York Partnership Law 121-902
4
New York State Education Department. Consents and Forms
5
Department of State. Certificate of Amendment for Domestic Business Corporations
6
Department of State. Certificate of Amendment for Domestic Limited Liability Companies
7
Department of State. Certificate of Amendment for Domestic Limited Partnership
8
Department of State. Fee Schedules
9
Department of State. Certificate of Status
10
Department of State. Certificate of Amendment (Name Change Only) for Domestic Business Corporations
11
Department of State. Expedited Handling Services for Division of Corporations
12
Internal Revenue Service. When To Get a New EIN
13
Internal Revenue Service. Business Name Change
14
Internal Revenue Service. About Form 8822-B, Change of Address or Responsible Party – Business
15
New York State Senate. New York Limited Liability Company Law 206 – Affidavits of Publication