§ 904-A — Merger or consolidation of corporations with other business entities; certificate of merger or consolidation

New York § 904-A

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

Text

§ 904-a. Merger or consolidation of corporations with other business\n entities; certificate of merger or consolidation.\n (a) After adoption of the agreement of merger or consolidation by the\nboard and shareholders of each corporation participating in the merger\nor consolidation, unless the merger or consolidation is abandoned in\naccordance with paragraph (b) of section nine hundred three of this\narticle, subdivision (d) of section one thousand two of the limited\nliability company law or other applicable statute, and the surviving or\nresulting entity is a corporation, foreign corporation, or other\nbusiness entity for which the laws of this state do not provide for the\nfiling of a certificate of merger or consolidation with the department\nof state, a certificate of merger or consolidation, entitled\n"Certificate of merger (or consolidation) of ..... and..... into .....\n(names of constituent entities) under section nine hundred four-a of the\nbusiness corporation law," shall be signed on behalf of each constituent\nentity and delivered to the department of state. It shall set forth:\n (1) The name of each constituent entity and, if the name of any of\nthem has been changed, the name under which it was formed;\n (2) The date when the certificate of incorporation or articles of\norganization of each domestic constituent entity was filed by the\ndepartment of state;\n (3) If a constituent entity is a foreign business corporation or\nforeign other business entity, the jurisdiction and date of filing of\nits initial certificate of incorporation or formation document, if any\nand the date when its application for authority was filed by the\ndepartment of state or if no such application has been filed, a\nstatement to such effect and (if the constituent foreign corporation is\nthe surviving entity) that it is not to do business in this state until\nan application for such authority shall have been filed with the\ndepartment of state;\n (4) A statement that an agreement of merger or consolidation has been\napproved and executed by each constituent entity;\n (5) The name of the surviving or consolidated corporation;\n (6) If the surviving or resulting entity is a domestic corporation, in\ncase of a merger, a statement of any amendments or changes in the\ncertificate of incorporation of the surviving corporation to be effected\nby such merger; in case of consolidation, all statements required to be\nincluded in a certificate of incorporation for a corporation formed\nunder this chapter;\n (7) If the surviving or resulting entity is a foreign corporation or\nother business entity, an agreement that the surviving or consolidated\nforeign corporation or other business entity may be served with process\nin this state in any action or special proceeding for the enforcement of\nany liability or obligation of any domestic or foreign entity,\npreviously amenable to suit in this state, which is a constituent entity\nin such merger or consolidation, and for the enforcement, as provided in\nthis chapter, of the right of shareholders or members of any constituent\ndomestic entity to receive payment for their interests against the\nsurviving or consolidated corporation;\n (8) If the surviving or resulting entity is a foreign corporation or\nother business entity, a designation of the secretary of state as its\nagent upon whom process against it may be served in the manner set forth\nin paragraph (b) of section three hundred six of this chapter, in any\naction or special proceeding, and a post office address, within or\nwithout this state, to which the secretary of state shall mail a copy of\nany process against it served upon him or her. The corporation may\ninclude an email address to which the secretary of state shall email a\nnotice of the fact that process against it has been electronically\nserved upon him or her. Such post office address shall supersede any\nprior address designated as the address to which process shall be mailed\nand such email address shall supersede any prior email address\ndesignated as the email address to which a notice shall be sent;\n (9) If the surviving or resulting entity is a foreign corporation, an\nagreement that, subject to the provisions of section six hundred\ntwenty-three of this chapter, section one thousand five of the limited\nliability company law and any applicable statute, the surviving or\nconsolidated foreign corporation will promptly pay to the shareholders\nof each constituent domestic corporation and owners of any constituent\nother business entity the amount, if any, to which they shall be\nentitled under the provisions of this chapter and the limited liability\ncompany law or any applicable statute relating to the right of\nshareholders, owners and members to receive payment for their interests;\n (10) 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 (11) For each foreign corporation, foreign limited liability company\nor other business entity, a statement that such merger or consolidation\nis permitted by its jurisdiction of incorporation or organization and is\nin compliance therewith;\n (12) That the agreement of merger or consolidation is on file at a\nplace of business of the surviving or resulting domestic or foreign\ncorporation and shall state the address thereof.\n (b) The surviving or consolidated domestic or foreign corporation\nshall thereafter cause a copy of such certificate, certified by the\ndepartment of state, to be filed in the office of the clerk of each\ncounty in which each office of a participating domestic or foreign\ncorporation, other than the surviving corporation, is located, and in\nthe office of the official who is the recording officer of each county\nin this state in which real property of a participating domestic or\nforeign corporation, other than the surviving corporation, is situated.\n