2023 New York Laws › NPC - Not-For-Profit Corporation › Article 9 - Merger or Consolidation › 910 - Merger or Consolidation of Corporations Formed Under the Religious Corporations Law and Certain Other Corporations Formed for Religious Purposes.

§ 910. Merger   or   consolidation  of  corporations  formed  under  the
religious  corporations  law  and  certain  other  corporations
formed for religious purposes.
(a)  One  or more corporations formed under the religious corporations
law and one or more corporations formed for religious purposes to  which
the not-for-profit corporation law applies by virtue of paragraph (a) of
section  one hundred three of this chapter may be merged or consolidated
pursuant to section nine  hundred  one,  with  the  effect  provided  in
section  nine hundred one and paragraph (b) of section nine hundred five
of this chapter.
(b) Each corporation which is a party to such merger or  consolidation
shall  comply  with  the provisions of this section and of sections 902,
903, 904 and 907 of this chapter and, if and to the  extent  applicable,
sections 906 and 909 of this chapter.
(c)  If  the  surviving  corporation  or consolidated corporation is a
domestic  or  authorized  foreign  corporation  not  formed  under   the
religious   corporations   law,   then,   a  certificate  of  merger  or
consolidation shall be filed with  the  department  of  state,  and  the
surviving  or  consolidated 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  the  county  in  which each constituent
corporation other than the surviving corporation is located, the  county
in  which  the certificate of incorporation of each constituent domestic
corporation or application for authority of each constituent  authorized
foreign  corporation, other than the surviving corporation, is filed and
the office of the official who is the recording officer of  such  county
in  this state in which real property of a constituent corporation other
than the surviving corporation, is located.
(d) If the surviving corporation  or  consolidated  corporation  is  a
corporation  formed  under  the  religious  corporations  law, then, the
certificate of merger or consolidation shall be filed with the office of
the official in which the certificate of incorporation of the  surviving
or consolidated corporation was filed, and the surviving or consolidated
corporation shall thereafter cause a copy of such certificate, certified
by  such  office,  to be filed in the office in which the certificate of
incorporation of each constituent domestic  corporation  or  application
for  authority  of  each  authorized  foreign corporation other than the
surviving corporation was filed, 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  or
consolidated corporation, is located.
(e)  Such  merger or consolidation shall become effective with respect
to each constituent corporation upon the  filing  of  a  certificate  of
merger  or consolidation or certified copy thereof pursuant to paragraph
(c) or paragraph (d) of this  section  with  the  appropriate  state  or
county  official  therein  specified.  With  respect  to  the  surviving
corporation, such merger may become effective on  such  date  subsequent
thereto,  not  to  exceed  thirty  days,  as  shall be set forth in such
certificate. The filing of  a  certified  copy  with  the  office  of  a
recording  officer  of  a county in which real property is located shall
not be a condition precedent to such merger  or  consolidation  becoming
effective.