Legal Question in Business Law in New York

Amendment to Corporation

I had started a corporation with my sister a couple of years ago and she is no longer participating in the company and is leaving it all in my hands. I went to open a new bank account and they said they needed a certificate of amendment saying that I was the president since she had filed everything under her name. I believe I found the right document at http://www.dos.state.ny.us/corp/pdfs/dos1554.pdf but I do not know how to word that I should now be labeled as Pres and the address to the comany has changed. The second part is under the fourth section it has two options for the vote of the board and I believe I choose the second option even though we were the only two people in the company. Do I have to state anything about her no longer being with the comapny and that her ''shares'' should be transferred to me? I would be the sole owner of the company after this.

Will


Asked on 4/26/06, 11:00 pm

2 Answers from Attorneys
Meyer Silber The Silber Law Firm, LLC

Re: Amendment to Corporation

That form is not the correct one; the Secty of State won't provide the form you need. You need a form that amends the shareholders' agreement. Let me know if you need anything further.

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Answered on 4/27/06, 8:05 am
Robert DiPaolo The Fidelis Group, LLC

Re: Amendment to Corporation

Will,

I would suggest seeking legal advice to handle this matter. It's not complex, but entails more than simply filing the correct form with the Secretary of State. You will need Board of Directions and Shareholder actions/ressolutions prepared in connection with amending your articles of incorporation, and share transfer. Though the later is probably not necessary. At the same time, an amendment may not be necessary to achieve you desired goals. But more information would be required to make this determination. Fidelis Law is a legal consultancy dealing with corporate and business legal issues, and would be pleased to assist you with this matter at a reasonable rate. Please do not hesiatate to contact us at [email protected].

Best,

Robert

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Answered on 4/27/06, 11:20 am


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