2023 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 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;
(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.