Certificate of Amendment in NY: Forms, Fees, and Rejections

To file a Certificate of Amendment in NY, you submit a completed certificate to the New York Department of State’s Division of Corporations with a $60 filing fee for most entity types. Before you file, get the internal approval your entity type requires, use the correct form for a corporation, LLC, or limited partnership, and decide between mail, in-person, or the limited online option. Small errors on the form will send the filing back, so the details matter.

Approve the Change Internally First

The Department of State will not process your amendment unless the entity has authorized it under the rules that govern your business type.

Corporations

A corporate amendment starts with a board resolution and then goes to a shareholder vote. 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, that higher bar controls, and you cannot lower it without first meeting it.¹

LLCs

LLCs follow Section 211 of the New York Limited Liability Company Law, which requires the consent of a majority of members. If your operating agreement sets different rules for approving amendments, those rules control instead.²

Limited Partnerships

Limited partnerships default to their partnership agreement. If the agreement does not address amendments, New York Partnership Law Section 121-902 requires approval from all general partners and a majority of the limited partners.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 insurance companies may need similar clearance from the Department of Financial Services. Secure these approvals first. A filing without the required endorsement will be rejected.

Pick the Right Form

The form depends on your entity type and whether it was formed in New York or authorized here as a foreign entity:

Domestic corporations use a Certificate of Amendment of the Certificate of Incorporation.⁵
Domestic LLCs use a Certificate of Amendment of the Articles of Organization.⁶
Domestic limited partnerships use a Certificate of Amendment of the Certificate of Limited Partnership.⁷
Foreign corporations, LLCs, and LPs use a Certificate of Amendment of the Application for Authority.

All forms are on the Department of State’s Division of Corporations website, and you can also pick them up in person at the Albany office. Businesses may draft their own amendment documents instead of using the state forms, provided the content meets statutory requirements.

What the Certificate Must Contain

Every Certificate of Amendment must include the entity’s exact legal name as it currently appears on file with the Department of State, the date of the original formation filing, and the specific text of each amendment. A corporate certificate must also describe how the amendment was authorized, including the vote it received.⁵

Corporate certificates must be signed by an officer, director, or authorized representative. LLC amendments require the signature of a member or manager. Notarization is generally not required for standard business entity filings, though entities in regulated industries should confirm with their oversight agency.

The Fee

The base filing fee is $60 for domestic and foreign corporations, domestic and foreign LLCs, and limited partnerships.⁸ Optional add-ons include a certified copy of the filed document ($10), an uncertified copy ($5), and a Certificate of Status confirming good standing ($25).⁹ Expedited handling adds another charge, covered below.

How to Submit

The Department of State accepts online filing only for name-change-only amendments to domestic business corporation certificates. Every other type of amendment still requires paper submission, and fax and email submissions are not accepted.¹⁰

To file 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 Payment can be a money order payable to “Department of State” or MasterCard, Visa, or American Express information included with the filing. Personal checks are not listed as a preferred payment method, so a money order or credit card is safer.

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

Processing Time and Expedited Options

Standard mail-in filings take roughly two to three weeks including mailing time. In-person filings without expedited service move through the normal queue, which is faster than mail but not same-day.

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

24-hour processing costs $25 and processes the filing within one business day of receipt.
Same-day processing costs $75 and requires the request to arrive before noon on a business day.
Two-hour processing costs $150 and is available only for in-person submissions.⁸

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

Why Filings Get Rejected

The Department of State will return your filing without processing it if something is wrong. The common problems are avoidable:

A new name too similar to another active entity already on file. Search the Division of Corporations database before submitting.
The wrong signer. An LLC amendment signed by someone who is neither a member nor a manager will come back.
The wrong fee. Even a few dollars off means rejection.
Illegible documents. Filings are scanned into an electronic database, and anything that does not reproduce clearly is refused.
Missing regulatory endorsement. Professional entities that skip the required NYSED consent will have the amendment returned.

Proof of Filing

After processing, the Department of State issues a filing receipt that includes the filing date, entity name, and an identification number. This receipt is your basic confirmation. For something more formal, request a certified copy ($10) or a Certificate of Status ($25).⁹ Banks, licensing boards, and counterparties in business transactions commonly ask for one of these as proof of good standing.

After the Amendment Is Filed

Getting the amendment on record with the state is one piece. Several follow-ups are easy to overlook.

Notify the IRS

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

If the amendment changes who controls or manages the entity (the “responsible party”), 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.

Update Internal Documents

Your bylaws, operating agreement, or partnership agreement should reflect whatever the amendment changed. If you amended the entity’s name or purpose, review these documents and adopt updated versions through the appropriate vote. Formation documents and internal governance that fall out of sync create confusion during audits, financing, and ownership disputes.

Notify Banks, Agencies, and Business Partners

Banks, insurance carriers, state licensing boards, and vendors with contracts referencing your old name or structure all need to be notified. If the entity holds professional licenses, update those with the relevant agency. Name changes in particular can disrupt payment processing, tax filings, and contract enforcement if counterparties don’t have your updated information.

LLC Publication Is Not Required Again

New York LLCs must publish notice when they first form, but a Certificate of Amendment does not trigger a new publication requirement. Section 206 of the LLC Law states 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