Certificate of Amendment of Certificate of Incorporation
(NJ Corporation)

Summary

This template omnibus certificate of amendment may be adopted by a New Jersey for-profit corporation to amend its certificate of incorporation. This template includes practical guidance, drafting notes, and alternate clauses. As discussed below, a New Jersey corporation may amend its certificate of incorporation, from time-to-time and for a variety of discretionary or necessary reasons set forth in N.J. Stat. § 14A:9-1, so long as the amendment contains only such provisions as might lawfully be contained in an original certificate of incorporation filed at the time of making such amendment. N.J. Stat. § 14A:2-7 sets forth the required elements of a certificate of amendment. The procedure to amend a certificate of incorporation is set forth at N.J. Stat. § 14A:9-2. All statutory references within are to provisions of the New Jersey Business Corporation Act (the "NJBCA"), codified at N.J. Stat. §§ 14A:10-1–14A:18-11). N.J. Stat. § 14A:1-6 sets forth general execution, filing and recordation requirements of all documents filed with the New Jersey Secretary of State. Note that there is a technical discrepancy within all NJBCA statutes mentioned in this omnibus certificate. All corporate filings, including amendments of a certificate of incorporation, are to be filed with the New Jersey "Secretary of State" pursuant to the N.J. Stat. § 14A:9-2(4)(f). However, in 1998, pursuant to N.J. Stat. § 52:16-8.1(a), responsibility to accept corporate filings (specified at paragraph (b) of the statute) was transferred from the Secretary of State to the New Jersey Department of the Treasury, Division of Revenue. Accordingly, a certificate of amendment must be filed with the New Jersey Department of the Treasury, Division of Revenue and Enterprise Services ("DORES"). This is usually accomplished through DORES's "Business Charter Amendment Service." For more information, see links under DORES's "Business Registration & Information Services" webpage—particularly the second "Form REG-C" (Online Registration Change Service) link—as well as "Frequently Asked Questions" ("FAQ") (under the "Help" link on the Business Charter Amendment Service webpage). Filers may alternatively use physical forms available through DORES's "Legacy Registration Package" (available on DORES's "Alternate Filing Forms" webpage) as well as amendment forms C-102 and C-102A (which may be used in lieu of this omnibus certificate). Such filers must first "register as a forms upload filer" via DORES's Alternate Filing Forms webpage. As for general drafting advice, when preparing an amendment of a certificate of incorporation, normally the entire relevant section or subsection is deleted and replaced. If the amendment is to change the corporate name, ensure the new name complies with all requirements set forth in N.J. Stat. § 14A:2-2. Note that this template (or, alternatively, forms C-102 and C-102A) must be submitted together with a Business Entity Amendment Filing Form (also available on page 38 of the Legacy Registration Package). In this regard, see the "Business Change and Amendment Form Instructions (Reg-C-L and Reg-C-EA)," at pages 35-36 of the Legacy Registration Package. Forms C-102, C-102A, and the covering Business Entity Amendment Filing Form, may be submitted for filing (by Legacy Registration Package filers) via any of the submission options described in the "Instructions for Business Record Public Record Filing," at pages 21-22 of the Legacy Registration Package. All amendments of a certificate of incorporation submitted to DORES by whatever means require a filing fee of $75. See N.J. Stat. § 14A:15-2(1)(b). Note that filings are generally processed and updated within 1 business day after receipt by DORES. (See "When will my amendment/filing be reflected with the State of New Jersey?" under FAQ.) However, additionally note (under the Instructions referred to above at pages 21-22) that expedited and other services are available with the payment of the relevant additional fees listed in Business Change and Amendment Form Instructions (Reg-C-L and Reg-C-EA). This template should not be used to restate the certificate of incorporation. In such case, for procedural and filing requirements, see N.J. Stat. § 14A:9-5. For more information about New Jersey corporations, see Formation and Qualification (NJ Corporation), Entity Maintenance and Amendments (NY Corporation), and Dissolution (NJ Corporation).