§ 905 — Merger of parent and subsidiary corporations

§ 905. Merger of parent and subsidiary corporations.\n (a) Any domestic corporation owning at least ninety percent of the\noutstanding shares of each class of another domestic corporation or\ncorporations may either merge such other corporation or corporations\ninto itself without the authorization of the shareholders of any such\ncorporation or merge itself and one or more of such other corporations\ninto one of such other corporations with the authorization of the parent\ncorporation's shareholders in accordance with paragraph (a) of section\n903 (Authorization by shareholders). In either case, the board of such\nparent corporation shall adopt a plan of merger, setting forth:\n (1) The name of each corporation to be merged and the name of the\nsurviving corporation, and if the name of any of them has been changed,\nthe name under which it was formed.\n (2) The designation and number of outstanding shares of each class of\neach corporation to be merged and the number of such shares of each\nclass, if any, owned by the surviving corporation; and if the number of\nany such shares is subject to change prior to the effective date of the\nmerger, the manner in which such change may occur.\n (3) The terms and conditions of the proposed merger, including the\nmanner and basis of converting the shares of each subsidiary corporation\nto be merged not owned by the parent corporation into shares, bonds or\nother securities of the surviving corporation, or the cash or other\nconsideration to be paid or delivered in exchange for shares of each\nsuch subsidiary corporation, or a combination thereof.\n (4) If the parent corporation is not the surviving corporation,\nprovision for the pro rata issuance of shares of the surviving\ncorporation to the shareholders of the parent corporation on surrender\nof any certificates therefor.\n (5) If the parent corporation is not the surviving corporation, a\nstatement of any amendments or changes in the certificate of\nincorporation of the surviving corporation to be effected by the merger.\n (6) Such other provisions with respect to the proposed merger as the\nboard considers necessary or desirable.\n (b) If the surviving corporation is the parent corporation, a copy of\nsuch plan of merger or an outline of the material features thereof shall\nbe given, personally or by mail, to all holders of shares of each\nsubsidiary corporation to be merged not owned by the parent corporation,\nunless the giving of such copy or outline has been waived by such\nholders.\n (c) A certificate of merger, entitled "Certificate of merger of .....\ninto ..... (names of corporations) under section 905 of the Business\nCorporation Law", shall be signed and delivered to the department of\nstate by the surviving corporation. If the surviving corporation is the\nparent corporation and such corporation does not own all shares of each\nsubsidiary corporation to be merged, such certificate shall be delivered\nnot less than thirty days after the giving of a copy or outline of the\nmaterial features of the plan of merger to shareholders of each such\nsubsidiary corporation, or at any time after the waiving thereof by the\nholders of all of the outstanding shares of each such subsidiary\ncorporation not owned by the surviving corporation. The certificate\nshall set forth:\n (1) The statements required by subparagraphs (a) (1), (2), (4) and (5)\nof this section.\n (2) The effective date of the merger if other than the date of filing\nof the certificate of merger by the department of state.\n (3) The date when the certificate of incorporation of each constituent\ncorporation was filed by the department of state.\n (4) A statement that the plan of merger was adopted by the board of\ndirectors of the parent corporation.\n (5) If the surviving corporation is the parent corporation and such\ncorporation does not own all the shares of each subsidiary corporation\nto be merged, either the date of the giving to holders of shares of each\nsuch subsidiary corporation not owned by the surviving corporation of a\ncopy of the plan of merger or an outline of the material features\nthereof, or a statement that the giving of such copy or outline has been\nwaived, if such is the case.\n (6) If the parent corporation is not the surviving corporation, a\nstatement that the proposed merger has been approved by the shareholders\nof the parent corporation in accordance with paragraph (a) of section\n903 (Authorization by shareholders).\n (d) The surviving corporation shall thereafter cause a copy of such\ncertificate, certified by the department of state, to be filed in the\noffice of the clerk of each county in which the office of a constituent\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 constituent corporation, other\nthan the surviving corporation, is situated.\n (e) Paragraph (b) of section 903 (Authorization by shareholders) shall\napply to a merger under this section.\n (f) The right of merger granted by this section to certain\ncorporations shall not preclude the exercise by such corporations of any\nother right of merger or consolidation under this article.\n