NY Bus Corp L § 904-B (2021)
2021 New York Laws BSC - Business Corporation Article 9 - Merger or Consolidation; Guarantee; Disposition of Assets; Share Exchanges 904-B - Merger or Consolidation of Business Corporations Into Non-Profit Corporations.

§   904-b.   Merger  or  consolidation  of  business  corporations  into            non-profit corporations.  (a) A domestic business corporation may be merged or consolidated into a domestic corporation formed under section two hundred  one  (Purposes) of  the  not-for-profit  corporation  law  and authorized to do business under article forty-three of the insurance law.  (b) With respect  to  procedure,  including  approval  by  members  or authorization  by  shareholders, the domestic not-for-profit corporation shall comply with the not-for-profit corporation law  and  the  domestic business corporation shall comply with the provisions of this chapter.  (c)  The  plan  of  merger or consolidation, pursuant to this section, shall set forth all matters required by section nine hundred two of  the not-for-profit  corporation  law  or  section  902  (Plan  of  merger or consolidation) and the terms and conditions of the  proposed  merger  or consolidation,  including  the  manner  and  basis of converting shares, bonds  or  other  securities  in  each  constituent   corporation   into membership   or   other   interest  of  the  surviving  or  consolidated corporation, or the cash or other consideration to be paid or  delivered in  exchange  for  shares, bonds or other securities in each constituent corporation, or a combination thereof.  (d) After adoption of the plan of merger or consolidation by the board and shareholders or members of each constituent corporation, unless  the merger or consolidation is abandoned in accordance with paragraph (b) of section 903 (Authorization by shareholders) and paragraph (b) of section nine  hundred three of the not-for-profit corporation law, a certificate of  merger  or  consolidation,  entitled  "Certificate  of  merger   (or consolidation)  of  ........  and.......... into ...........   (names of corporations) under section 904-b  of  the  Business  Corporation  Law", shall  be signed on behalf of each constituent corporation and delivered to the department of state.  (e) The certificate required to be  filed  pursuant  to  this  section shall set forth the statements required by paragraph (a) of section nine hundred  four  of the not-for-profit corporation law or paragraph (a) of section  nine  hundred  four  (Adoption  of  the  plan  of   merger   or consolidation).  (f)  No  certificate  shall  be filed pursuant to this section until an order approving the plan of merger or consolidation and authorizing  the filing  of  the  certificate  has  been  made  by  the supreme court, as provided in section nine hundred seven of the not-for-profit corporation law.  (g) Upon the filing of the certificate of merger or  consolidation  by the  department  of  state  or  on  such date subsequent thereto, not to exceed thirty days, as shall be  set  forth  in  such  certificate,  the merger or consolidation shall be effected.  (h)   The   surviving   or  consolidated  domestic  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.  (i)  When  such merger or consolidation has been effected, it shall be subject to the not-for-profit corporation law and  the  effect  of  such merger  or  consolidation shall be the same as in the case of the merger or consolidation of domestic corporations  under  section  nine  hundred five  of the not-for-profit corporation law, except that in subparagraph three of paragraph (b) of such section the word "member" shall  be  read  to  include  the  word  "shareholder"  as  the latter is defined in this chapter.