NY Bus Corp L § 905 (2021)
2021 New York Laws BSC - Business Corporation Article 9 - Merger or Consolidation; Guarantee; Disposition of Assets; Share Exchanges 905 - Merger of Parent and Subsidiary Corporations.

§ 905. Merger of parent and subsidiary corporations.  (a) Any  domestic  corporation  owning  at least ninety percent of the outstanding shares of each class  of  another  domestic  corporation  or corporations  may  either  merge  such other corporation or corporations into itself without the authorization of the shareholders  of  any  such corporation  or  merge itself and one or more of such other corporations into one of such other corporations with the authorization of the parent corporation's shareholders in accordance with paragraph (a)  of  section 903  (Authorization  by shareholders). In either case, the board of such parent corporation shall adopt a plan of merger, setting forth:  (1) The name of each corporation to be merged  and  the  name  of  the surviving  corporation, and if the name of any of them has been changed, the name under which it was formed.  (2) The designation and number of outstanding shares of each class  of each  corporation  to  be  merged  and the number of such shares of each class, if any, owned by the surviving corporation; and if the number  of any  such shares is subject to change prior to the effective date of the merger, the manner in which such change may occur.  (3) The terms and conditions of the  proposed  merger,  including  the manner and basis of converting the shares of each subsidiary corporation to  be  merged not owned by the parent corporation into shares, bonds or other securities of the surviving corporation,  or  the  cash  or  other consideration  to  be  paid  or delivered in exchange for shares of each such subsidiary corporation, or a combination thereof.  (4) If the  parent  corporation  is  not  the  surviving  corporation, provision  for  the  pro  rata  issuance  of  shares  of  the  surviving corporation to the shareholders of the parent corporation  on  surrender of any certificates therefor.  (5) If  the  parent  corporation  is  not the surviving corporation, a statement  of  any  amendments  or  changes  in   the   certificate   of incorporation of the surviving corporation to be effected by the merger.  (6) Such  other  provisions with respect to the proposed merger as the board considers necessary or desirable.  (b) If the surviving corporation is the parent corporation, a copy  of such plan of merger or an outline of the material features thereof shall be  given,  personally  or  by  mail,  to  all holders of shares of each subsidiary corporation to be merged not owned by the parent corporation, unless the giving of such copy  or  outline  has  been  waived  by  such holders.  (c) A  certificate of merger, entitled "Certificate of merger of ..... into ..... (names of corporations) under section  905  of  the  Business Corporation  Law",  shall  be  signed and delivered to the department of state by the surviving corporation. If the surviving corporation is  the parent  corporation and such corporation does not own all shares of each subsidiary corporation to be merged, such certificate shall be delivered not less than thirty days after the giving of a copy or outline  of  the material  features  of  the  plan of merger to shareholders of each such subsidiary corporation, or at any time after the waiving thereof by  the holders  of  all  of  the  outstanding  shares  of  each such subsidiary corporation not owned by  the  surviving  corporation.  The  certificate shall set forth:  (1) The statements required by subparagraphs (a) (1), (2), (4) and (5) of this section.  (2) The  effective date of the merger if other than the date of filing of the certificate of merger by the department of state.  (3) The date when the certificate of incorporation of each constituent corporation was filed by the department of state.  (4) A statement that the plan of merger was adopted by  the  board  of directors of the parent corporation.  (5) If  the  surviving  corporation is the parent corporation and such corporation does not own all the shares of each  subsidiary  corporation to be merged, either the date of the giving to holders of shares of each such  subsidiary corporation not owned by the surviving corporation of a copy of the plan of merger  or  an  outline  of  the  material  features thereof, or a statement that the giving of such copy or outline has been waived, if such is the case.  (6) If  the  parent  corporation  is  not the surviving corporation, a statement that the proposed merger has been approved by the shareholders of the parent corporation in accordance with paragraph  (a)  of  section 903 (Authorization by shareholders).  (d) The  surviving  corporation  shall thereafter cause a copy of such certificate, certified by the department of state, to be  filed  in  the office  of the clerk of each county in which the office of a constituent corporation, other than the surviving corporation, is  located,  and  in the  office  of the official who is the recording officer of each county in this state in which real property of a constituent corporation, other than the surviving corporation, is situated.  (e) Paragraph (b) of section 903 (Authorization by shareholders) shall apply to a merger under this section.  (f) The  right  of  merger  granted  by  this   section   to   certain corporations shall not preclude the exercise by such corporations of any other right of merger or consolidation under this article.