2023 New York Laws › BSC - Business Corporation › Article 9 - Merger or Consolidation; Guarantee; Disposition of Assets; Share Exchanges › 904-B - Merger or Consolidation of Business Corporations Into Non-Profit Corporations.

§   904-b.   Merger  or  consolidation  of  business  corporations  into
non-profit corporations.
(a) A domestic business corporation may be merged or consolidated into
a domestic corporation formed under section two hundred  one  (Purposes)
of  the  not-for-profit  corporation  law  and authorized to do business
under article forty-three of the insurance law.
(b) With respect  to  procedure,  including  approval  by  members  or
authorization  by  shareholders, the domestic not-for-profit corporation
shall comply with the not-for-profit corporation law  and  the  domestic
business corporation shall comply with the provisions of this chapter.
(c)  The  plan  of  merger or consolidation, pursuant to this section,
shall set forth all matters required by section nine hundred two of  the
not-for-profit  corporation  law  or  section  902  (Plan  of  merger or
consolidation) and the terms and conditions of the  proposed  merger  or
consolidation,  including  the  manner  and  basis of converting shares,
bonds  or  other  securities  in  each  constituent   corporation   into
membership   or   other   interest  of  the  surviving  or  consolidated
corporation, or the cash or other consideration to be paid or  delivered
in  exchange  for  shares, bonds or other securities in each constituent
corporation, or a combination thereof.
(d) After adoption of the plan of merger or consolidation by the board
and shareholders or members of each constituent corporation, unless  the
merger or consolidation is abandoned in accordance with paragraph (b) of
section 903 (Authorization by shareholders) and paragraph (b) of section
nine  hundred three of the not-for-profit corporation law, a certificate
of  merger  or  consolidation,  entitled  "Certificate  of  merger   (or
consolidation)  of  ........  and.......... into ...........   (names of
corporations) under section 904-b  of  the  Business  Corporation  Law",
shall  be signed on behalf of each constituent corporation and delivered
to the department of state.
(e) The certificate required to be  filed  pursuant  to  this  section
shall set forth the statements required by paragraph (a) of section nine
hundred  four  of the not-for-profit corporation law or paragraph (a) of
section  nine  hundred  four  (Adoption  of  the  plan  of   merger   or
consolidation).
 (f)  No  certificate  shall  be filed pursuant to this section until an
order approving the plan of merger or consolidation and authorizing  the
filing  of  the  certificate  has  been  made  by  the supreme court, as
provided in section nine hundred seven of the not-for-profit corporation
law.
(g) 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.
(h)   The   surviving   or  consolidated  domestic  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.
(i)  When  such merger or consolidation has been effected, it shall be
subject to the not-for-profit corporation law and  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  nine  hundred
five  of the not-for-profit corporation law, except that in subparagraph
three of paragraph (b) of such section the word "member" shall  be  read

to  include  the  word  "shareholder"  as  the latter is defined in this
chapter.