NY Bus Corp L § 904-A (2021)
2021 New York Laws BSC - Business Corporation Article 9 - Merger or Consolidation; Guarantee; Disposition of Assets; Share Exchanges 904-A - Merger or Consolidation of Corporations With Other Business Entities; Certificate of Merger or Consolidation.

§ 904-a. Merger  or  consolidation  of  corporations with other business            entities; certificate of merger or consolidation.  (a) After adoption of the agreement of merger or consolidation by  the board  and  shareholders of each corporation participating in the merger or consolidation, unless the merger or  consolidation  is  abandoned  in accordance  with  paragraph  (b)  of  section nine hundred three of this article, subdivision (d) of section one  thousand  two  of  the  limited liability  company law or other applicable statute, and the surviving or resulting  entity  is  a  corporation,  foreign  corporation,  or  other business  entity for which the laws of this state do not provide for the filing of a certificate of merger or consolidation with  the  department of   state,   a   certificate   of  merger  or  consolidation,  entitled "Certificate of merger (or consolidation) of ..... and.....  into  ..... (names of constituent entities) under section nine hundred four-a of the business corporation law," shall be signed on behalf of each constituent entity and delivered to the department of state. It shall set forth:  (1)  The  name  of  each constituent entity and, if the name of any of them has been changed, the name under which it was formed;  (2) The date when the certificate  of  incorporation  or  articles  of organization  of  each  domestic  constituent  entity  was  filed by the department of state;  (3) If a constituent entity  is  a  foreign  business  corporation  or foreign  other  business  entity, the jurisdiction and date of filing of its initial certificate of incorporation or formation document,  if  any and  the  date  when  its  application  for  authority  was filed by the department of state  or  if  no  such  application  has  been  filed,  a statement  to such effect and (if the constituent foreign corporation is the surviving entity) that it is not to do business in this state  until an  application  for  such  authority  shall  have  been  filed with the department of state;  (4) A statement that an agreement of merger or consolidation has  been approved and executed by each constituent entity;  (5) The name of the surviving or consolidated corporation;  (6) If the surviving or resulting entity is a domestic corporation, in case  of  a  merger,  a  statement  of  any amendments or changes in the certificate of incorporation of the surviving corporation to be effected by such merger; in case of consolidation, all statements required to  be included  in  a  certificate  of  incorporation for a corporation formed under this chapter;  (7) If the surviving or resulting entity is a foreign  corporation  or other  business  entity, an agreement that the surviving or consolidated foreign corporation or other business entity may be served with  process in this state in any action or special proceeding for the enforcement of any   liability  or  obligation  of  any  domestic  or  foreign  entity, previously amenable to suit in this state, which is a constituent entity in such merger or consolidation, and for the enforcement, as provided in this chapter, of the right of shareholders or members of any constituent domestic entity to receive  payment  for  their  interests  against  the surviving or consolidated corporation;   * (8) If the surviving or resulting entity is a foreign corporation or other  business  entity,  a designation of the secretary of state as its agent upon whom process against it may be served in the manner set forth in paragraph (b) of section three hundred six of this  chapter,  in  any action  or  special  proceeding,  and  a  post office address, within or without this state, to which the secretary of state shall mail a copy of any process against it served upon him. Such post office  address  shall supersede  any  prior address designated as the address to which process shall be mailed;    * NB Effective until January 1, 2023   * (8) If the surviving or resulting entity is a foreign corporation or other  business  entity,  a designation of the secretary of state as its agent upon whom process against it may be served in the manner set forth in paragraph (b) of section three hundred six of this  chapter,  in  any action  or  special  proceeding,  and  a  post office address, within or without this state, to which the secretary of state shall mail a copy of any process against it served upon  him  or  her.  The  corporation  may include  an  email address to which the secretary of state shall email a notice of the fact that  process  against  it  has  been  electronically served  upon  him  or  her. Such post office address shall supersede any prior address designated as the address to which process shall be mailed and  such  email  address  shall  supersede  any  prior  email   address designated as the email address to which a notice shall be sent;   * NB Effective January 1, 2023  (9)  If the surviving or resulting entity is a foreign corporation, an agreement that,  subject  to  the  provisions  of  section  six  hundred twenty-three  of  this chapter, section one thousand five of the limited liability company law and  any  applicable  statute,  the  surviving  or consolidated  foreign  corporation will promptly pay to the shareholders of each constituent domestic corporation and owners of  any  constituent other  business  entity  the  amount,  if  any,  to  which they shall be entitled under the provisions of this chapter and the limited  liability company  law  or  any  applicable  statute  relating  to  the  right  of shareholders, owners and members to receive payment for their interests;  (10) The effective date of the merger or consolidation if  other  than the  date of filing of the certificate of merger or consolidation by the department of state;  (11) For each foreign corporation, foreign limited  liability  company or  other business entity, a statement that such merger or consolidation is permitted by its jurisdiction of incorporation or organization and is in compliance therewith;  (12) That the agreement of merger or consolidation is  on  file  at  a place  of  business  of  the  surviving or resulting domestic or foreign corporation and shall state the address thereof.  (b) The surviving or  consolidated  domestic  or  foreign  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  each  office  of  a participating domestic or foreign 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  participating  domestic  or foreign corporation, other than the surviving corporation, is situated.