2023 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.