NY Not for Profit Corp L § 906 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 9 - Merger or Consolidation 906 - Merger or Consolidation of Domestic and Foreign Corporations.

§ 906. Merger or consolidation of domestic and foreign corporations.  (a)  One  or  more  foreign  corporations  and  one  or  more domestic corporations may be merged or consolidated into a  corporation  of  this state  or  of  another  jurisdiction, if such merger or consolidation is permitted by the laws of the jurisdiction under which each such  foreign corporation   is   incorporated.   With   respect   to  such  merger  or consolidation, any reference in paragraph (b) of section 901  (Power  of merger  or  consolidation)  to  a  corporation shall, unless the context otherwise requires, include both domestic and foreign corporations.  (b) With respect to procedure, including the requirement  of  approval by  members,  each domestic corporation shall comply with the provisions of  this  chapter  relating  to  merger  or  consolidation  of  domestic corporations,  and  each  foreign  corporation  shall  comply  with  the applicable provisions of the law of the jurisdiction under which  it  is incorporated.  (c)  if  the  surviving or consolidated corporation is, or is to be, a domestic corporation, a certificate of merger or consolidation shall  be signed, verified and delivered to the department of state as provided in section  904  (Certificate  of  merger  or  consolidation; contents). In addition to the matters specified in such section, the certificate shall set forth as to each constituent foreign  corporation  the  jurisdiction and  date  of  its  incorporation  and the date when its application for authority  to  conduct  activities  in  this  state  was  filed  by  the department of state, and its fictitious name used in this state pursuant to  article  thirteen  of  this  chapter,  if applicable, or, if no such application has been filed, a statement to such effect.  (d) If the surviving or consolidated corporation  is,  or  is  to  be, formed under the law of any jurisdiction other than this state:  (1)  It  shall  comply with the provisions of this chapter relating to foreign corporations if it is to conduct activities in this state.  (2) It shall  deliver  to  the  department  of  state  a  certificate, entitled   "Certificate   of  merger  (or  consolidation)  of .......... and ..........  into ..........  (names of corporations)  under  section 906  of  the  Not-for-Profit  Corporation Law", which shall be signed on behalf of each constituent domestic and foreign  corporation.  It  shall set forth:  (A)  The  statements  required  by  subparagraphs  (a)  (1) and (2) of section 902 (Plan of merger or consolidation).  (B) The jurisdiction and date of incorporation  of  the  surviving  or consolidated  foreign  corporation,  the  date  when its application for authority  to  conduct  activities  in  this  state  was  filed  by  the department of state, and its fictitious name used in this state pursuant to  article  thirteen  of  this  chapter,  if applicable, or, if no such application has been filed, a statement to such effect and  that  it  is not  to  conduct  activities in this state until an application for such authority shall have been filed by such department.  (C) The date when the certificate of incorporation of each constituent domestic corporation was filed  by  the  department  of  state  and  the jurisdiction  and  date  of  incorporation  of  each constituent foreign corporation,  other  than  the   surviving   or   consolidated   foreign corporation,  and;  in  the  case of each such corporation authorized to conduct activities in this state, the  date  when  its  application  for authority was filed by the department of state.  (D)   An   agreement   that  the  surviving  or  consolidated  foreign corporation 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  corporation  or  of  any  foreign corporation, previously amenable to suit in this state, which is a  constituent  corporation  in  such  merger  or  consolidation,  and an agreement that the surviving or consolidated foreign corporation may be sued in this state in respect of any property transferred or conveyed to it as provided in paragraph  (c) of  section 907 (Approval by the supreme court), or the use made of such property, or any transaction in connection therewith.  (E) 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 306 (Service  of  process),  in  any  action  or  special proceeding  described  in  subparagraph  (D)  and a post office address, within or without this state, to which the secretary of state shall mail a copy of the process in such action or special proceeding.  (F) The manner in which  the  plan  of  merger  or  consolidation  was approved  with respect to each constituent domestic corporation and that the merger or consolidation is permitted by the laws of the jurisdiction of each constituent foreign corporation and is in compliance therewith.  (G) 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.  (e) 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.  (f) 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 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.  (g) If the surviving or consolidated corporation  is,  or  is  to  be, formed  under  the  law  of  this  state,  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 905 (Effect of merger or consolidation). If the surviving or  consolidated  corporation is,  or  is  to be, incorporated under the law of any jurisdiction other than this state, the effect of such merger or consolidation shall be the same as  in  the  case  of  the  merger  or  consolidation  of  domestic corporations,  except  in  so  far as the law of such other jurisdiction provides otherwise.