This text of New York § 6411 (Merger of parent corporation and wholly-owned subsidiary) is published on Counsel Stack Legal Research, covering New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
§ 6411. Merger of parent corporation and wholly-owned subsidiary.
(a)\nNotwithstanding the provisions of section six thousand four hundred ten\nof this article and article fifteen of this chapter, and any rights\nconferred therein or obligations imposed thereby, any corporation\norganized under section six thousand four hundred two of this article,\nor organized under the laws of this state for the purposes set forth in\nsection six thousand four hundred three of this article, owning all the\nshares of any title insurance corporation may file in the office of the\nsuperintendent a certificate of such ownership in its name and under its\ncorporate seal, signed by its president or a vice president and its\nsecretary or treasurer and setting forth a duly certified copy of the\nresolution of
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§ 6411. Merger of parent corporation and wholly-owned subsidiary. (a)\nNotwithstanding the provisions of section six thousand four hundred ten\nof this article and article fifteen of this chapter, and any rights\nconferred therein or obligations imposed thereby, any corporation\norganized under section six thousand four hundred two of this article,\nor organized under the laws of this state for the purposes set forth in\nsection six thousand four hundred three of this article, owning all the\nshares of any title insurance corporation may file in the office of the\nsuperintendent a certificate of such ownership in its name and under its\ncorporate seal, signed by its president or a vice president and its\nsecretary or treasurer and setting forth a duly certified copy of the\nresolution of its board of directors to merge such other corporation,\nand to assume all of its obligations, and the date of the adoption\nthereof. A duplicate or certified copy of such certificate with the\napproval required by subsection (b) hereof endorsed thereon or annexed\nthereto shall be filed in the office of the clerk of the county wherein\nthe principal office of the parent corporation is located. Upon the\nfiling of such certificate, all of the estate, property, rights,\nprivileges and franchises of such other corporation shall vest in and be\nheld and enjoyed by the parent corporation as fully and entirely and\nwithout change or diminution as the same were before held and enjoyed by\nsuch other corporation, and be managed and controlled by the parent\ncorporation, and, in its name, but subject to all liabilities and\nobligations of such other corporation and the rights of all creditors\nthereof which the parent corporation shall be deemed to have assumed and\nbecome liable for in the same manner as if it had itself incurred such\nliabilities and obligations. The parent corporation shall not thereby\nacquire power to engage in any business or to exercise any right,\nprivilege or franchise of a kind which it could not lawfully engage in\nor exercise under the provisions of the law by or pursuant to which such\nparent corporation is organized.\n (b) Such merger shall not become effective unless and until the\nsuperintendent shall give his approval thereto. Such approval shall be\nendorsed upon or annexed to the certificate of merger before filing and\nthe certificate filed as required by subsection (a) hereof.\n