§ 904 — Certificate of merger or consolidation; contents

New York § 904

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

Text

§ 904. Certificate of merger or consolidation; contents.\n (a) After adoption of the plan of merger or consolidation by the board\nand shareholders of each constituent corporation, unless the merger or\nconsolidation is abandoned in accordance with paragraph (b) of section\n903 (Authorization by shareholders), a certificate of merger or\nconsolidation, entitled "Certificate of merger (or consolidation) of\n......and ..... into ..... (names of corporations) under section 904 of\nthe Business Corporation Law", shall be signed on behalf of each\nconstituent corporation and delivered to the department of state. It\nshall set forth:\n (1) The statements required by subparagraphs (a) (1), (2) and (4) of\nsection 902 (Plan of merger or consolidation).\n (2) The effective date of the merger or consolidation if other than\nthe date of filing of the certificate of merger or consolidation by the\ndepartment of state.\n (3) In the case of consolidation, any statement required to be\nincluded in a certificate of incorporation for a corporation formed\nunder this chapter but which was omitted under subparagraph (a) (4) of\nsection 902.\n (4) The date when the certificate of incorporation of each constituent\ncorporation was filed by the department of state.\n (5) The manner in which the merger or consolidation was authorized\nwith respect to each constituent corporation.\n (b) The surviving or consolidated corporation shall thereafter cause a\ncopy of such certificate, certified by the department of state, to be\nfiled in the office of the clerk of each county in which the office of a\nconstituent corporation, other than the surviving corporation, is\nlocated, and in the office of the official who is the recording officer\nof each county in this state in which real property of a constituent\ncorporation, other than the surviving corporation, is situated.\n