§ 901 — Power of merger or consolidation

New York § 901

• Jurisdiction: New York
• Law BSC: Business Corporation
• Art. 9: Merger or Consolidation; Guarantee; Disposition of Assets; Share Exchanges

Text

§ 901. Power of merger or consolidation.\n (a) Two or more domestic corporations may, as provided in this\nchapter:\n (1) Merge into a single corporation which shall be one of the\nconstituent corporations; or\n (2) Consolidate into a single corporation which shall be a new\ncorporation to be formed pursuant to the consolidation.\n (b) Whenever used in this article:\n (1) "Merger" means a procedure of the character described in\nsubparagraph (a) (1).\n (2) "Consolidation" means a procedure of the character described in\nsubparagraph (a) (2).\n (3) "Constituent corporation" means an existing corporation that is\nparticipating in the merger or consolidation with one or more other\ncorporations.\n (4) "Surviving corporation" means the constituent corporation into\nwhich one or more other constituent corporations are merged.\n (5) "Consolidated corporation" means the new corporation into which\ntwo or more constituent corporations are consolidated.\n (6) "Constituent entity" means a domestic or foreign corporation or\nother business entity, that is participating in the merger or\nconsolidation with one or more domestic or foreign corporations.\n (7) "Other business entity" means any person other than a natural\nperson, general partnership (including any registered limited liability\npartnership or registered foreign limited liability partnership) or a\ndomestic or foreign business corporation.\n (8) "Person" means any association, corporation, joint stock company,\nestate, general partnership (including any registered limited liability\npartnership or foreign limited liability partnership), limited\nassociation, limited liability company (including a professional service\nlimited liability company), foreign limited liability company (including\na foreign professional service limited liability company), joint\nventure, limited partnership, natural person, real estate investment\ntrust, business trust or other trust, custodian, nominee or any other\nindividual or entity in its own or any representative capacity.\n (c) One or more domestic corporations and one or more other business\nentities, or one or more foreign corporations and one or more other\nbusiness entities may as provided by any other applicable statute and\nthis chapter:\n (1) Merge into a single domestic or foreign corporation or other\nbusiness entity, which shall be one of the constituent entities; or\n (2) Consolidate into a single domestic or foreign corporation or other\nbusiness entity, which shall be a new domestic or foreign corporation or\nother business entity to be formed pursuant to the consolidation.\n