§ 906 — Merger or consolidation of domestic and foreign corporations

New York § 906

• Jurisdiction: New York
• Law NPC: Not-for-Profit Corporation
• Art. 9: Merger or Consolidation

Text

§ 906. Merger or consolidation of domestic and foreign corporations.\n (a) One or more foreign corporations and one or more domestic\ncorporations may be merged or consolidated into a corporation of this\nstate or of another jurisdiction, if such merger or consolidation is\npermitted by the laws of the jurisdiction under which each such foreign\ncorporation is incorporated. With respect to such merger or\nconsolidation, any reference in paragraph (b) of section 901 (Power of\nmerger or consolidation) to a corporation shall, unless the context\notherwise requires, include both domestic and foreign corporations.\n (b) With respect to procedure, including the requirement of approval\nby members, each domestic corporation shall comply with the provisions\nof this chapter relating to merger or consolidation of domestic\ncorporations, and each foreign corporation shall comply with the\napplicable provisions of the law of the jurisdiction under which it is\nincorporated.\n (c) if the surviving or consolidated corporation is, or is to be, a\ndomestic corporation, a certificate of merger or consolidation shall be\nsigned, verified and delivered to the department of state as provided in\nsection 904 (Certificate of merger or consolidation; contents). In\naddition to the matters specified in such section, the certificate shall\nset forth as to each constituent foreign corporation the jurisdiction\nand date of its incorporation and the date when its application for\nauthority to conduct activities in this state was filed by the\ndepartment of state, and its fictitious name used in this state pursuant\nto article thirteen of this chapter, if applicable, or, if no such\napplication has been filed, a statement to such effect.\n (d) If the surviving or consolidated corporation is, or is to be,\nformed under the law of any jurisdiction other than this state:\n (1) It shall comply with the provisions of this chapter relating to\nforeign corporations if it is to conduct activities in this state.\n (2) It shall deliver to the department of state a certificate,\nentitled "Certificate of merger (or consolidation) of ..........\nand .......... into .......... (names of corporations) under section\n906 of the Not-for-Profit Corporation Law", which shall be signed on\nbehalf of each constituent domestic and foreign corporation. It shall\nset forth:\n (A) The statements required by subparagraphs (a) (1) and (2) of\nsection 902 (Plan of merger or consolidation).\n (B) The jurisdiction and date of incorporation of the surviving or\nconsolidated foreign corporation, the date when its application for\nauthority to conduct activities in this state was filed by the\ndepartment of state, and its fictitious name used in this state pursuant\nto article thirteen of this chapter, if applicable, or, if no such\napplication has been filed, a statement to such effect and that it is\nnot to conduct activities in this state until an application for such\nauthority shall have been filed by such department.\n (C) The date when the certificate of incorporation of each constituent\ndomestic corporation was filed by the department of state and the\njurisdiction and date of incorporation of each constituent foreign\ncorporation, other than the surviving or consolidated foreign\ncorporation, and; in the case of each such corporation authorized to\nconduct activities in this state, the date when its application for\nauthority was filed by the department of state.\n (D) An agreement that the surviving or consolidated foreign\ncorporation may be served with process in this state in any action or\nspecial proceeding for the enforcement of any liability or obligation of\nany domestic corporation or of any foreign corporation, previously\namenable to suit in this state, which is a constituent corporation in\nsuch merger or consolidation, and an agreement that the surviving or\nconsolidated foreign corporation may be sued in this state in respect of\nany property transferred or conveyed to it as provided in paragraph (c)\nof section 907 (Approval by the supreme court), or the use made of such\nproperty, or any transaction in connection therewith.\n (E) A designation of the secretary of state as its agent upon whom\nprocess against it may be served in the manner set forth in paragraph\n(b) of section 306 (Service of process), in any action or special\nproceeding described in subparagraph (D) and a post office address,\nwithin or without this state, to which the secretary of state shall mail\na copy of the process in such action or special proceeding.\n (F) The manner in which the plan of merger or consolidation was\napproved with respect to each constituent domestic corporation and that\nthe merger or consolidation is permitted by the laws of the jurisdiction\nof each constituent foreign corporation and is in compliance therewith.\n (G) 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 (e) 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 merger\nor consolidation shall be effected.\n (f) 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 the office of a constituent corporation, other than the\nsurviving corporation, is located, and in the office of the official who\nis the recording officer of each county in this state in which real\nproperty of a constituent corporation, other than the surviving\ncorporation, is situated.\n (g) If the surviving or consolidated corporation is, or is to be,\nformed under the law of this state, the effect of such merger or\nconsolidation shall be the same as in the case of the merger or\nconsolidation of domestic corporations under section 905 (Effect of\nmerger or consolidation). If the surviving or consolidated corporation\nis, or is to be, incorporated under the law of any jurisdiction other\nthan this state, the effect of such merger or consolidation shall be the\nsame as in the case of the merger or consolidation of domestic\ncorporations, except in so far as the law of such other jurisdiction\nprovides otherwise.\n