§ 904-B — Merger or consolidation of business corporations into non-profit corporations

§ 904-b. Merger or consolidation of business corporations into\n non-profit corporations.\n (a) A domestic business corporation may be merged or consolidated into\na domestic corporation formed under section two hundred one (Purposes)\nof the not-for-profit corporation law and authorized to do business\nunder article forty-three of the insurance law.\n (b) With respect to procedure, including approval by members or\nauthorization by shareholders, the domestic not-for-profit corporation\nshall comply with the not-for-profit corporation law and the domestic\nbusiness corporation shall comply with the provisions of this chapter.\n (c) The plan of merger or consolidation, pursuant to this section,\nshall set forth all matters required by section nine hundred two of the\nnot-for-profit corporation law or section 902 (Plan of merger or\nconsolidation) and the terms and conditions of the proposed merger or\nconsolidation, including the manner and basis of converting shares,\nbonds or other securities in each constituent corporation into\nmembership or other interest of the surviving or consolidated\ncorporation, or the cash or other consideration to be paid or delivered\nin exchange for shares, bonds or other securities in each constituent\ncorporation, or a combination thereof.\n (d) After adoption of the plan of merger or consolidation by the board\nand shareholders or members of each constituent corporation, unless the\nmerger or consolidation is abandoned in accordance with paragraph (b) of\nsection 903 (Authorization by shareholders) and paragraph (b) of section\nnine hundred three of the not-for-profit corporation law, a certificate\nof merger or consolidation, entitled "Certificate of merger (or\nconsolidation) of ........ and.......... into ........... (names of\ncorporations) under section 904-b of the Business Corporation Law",\nshall be signed on behalf of each constituent corporation and delivered\nto the department of state.\n (e) The certificate required to be filed pursuant to this section\nshall set forth the statements required by paragraph (a) of section nine\nhundred four of the not-for-profit corporation law or paragraph (a) of\nsection nine hundred four (Adoption of the plan of merger or\nconsolidation).\n (f) No certificate shall be filed pursuant to this section until an\norder approving the plan of merger or consolidation and authorizing the\nfiling of the certificate has been made by the supreme court, as\nprovided in section nine hundred seven of the not-for-profit corporation\nlaw.\n (g) Upon the filing of the certificate of merger or consolidation by\nthe department of state or on such date subsequent thereto, not to\nexceed thirty days, as shall be set forth in such certificate, the\nmerger or consolidation shall be effected.\n (h) The surviving or consolidated domestic corporation shall\nthereafter cause a copy of such certificate, certified by the department\nof state, to be filed in the office of the clerk of each county in which\nthe office of a constituent corporation, other than the surviving\ncorporation, is located, and in the office of the official who is the\nrecording officer of each county in this state in which real property of\na constituent corporation, other than the surviving corporation, is\nsituated.\n (i) When such merger or consolidation has been effected, it shall be\nsubject to the not-for-profit corporation law and the effect of such\nmerger or consolidation shall be the same as in the case of the merger\nor consolidation of domestic corporations under section nine hundred\nfive of the not-for-profit corporation law, except that in subparagraph\nthree of paragraph (b) of such section the word "member" shall be read\nto include the word "shareholder" as the latter is defined in this\nchapter.\n