2023 New York Laws › BSC - Business Corporation › Article 9 - Merger or Consolidation; Guarantee; Disposition of Assets; Share Exchanges › 905 - Merger of Parent and Subsidiary Corporations.

§ 905. Merger of parent and subsidiary corporations.
(a) Any  domestic  corporation  owning  at least ninety percent of the
outstanding shares of each class  of  another  domestic  corporation  or
corporations  may  either  merge  such other corporation or corporations
into itself without the authorization of the shareholders  of  any  such
corporation  or  merge itself and one or more of such other corporations
into one of such other corporations with the authorization of the parent
corporation's shareholders in accordance with paragraph (a)  of  section
903  (Authorization  by shareholders). In either case, the board of such
parent corporation shall adopt a plan of merger, setting forth:
(1) The name of each corporation to be merged  and  the  name  of  the
surviving  corporation, and if the name of any of them has been changed,
the name under which it was formed.
(2) The designation and number of outstanding shares of each class  of
each  corporation  to  be  merged  and the number of such shares of each
class, if any, owned by the surviving corporation; and if the number  of
any  such shares is subject to change prior to the effective date of the
merger, the manner in which such change may occur.
(3) The terms and conditions of the  proposed  merger,  including  the
manner and basis of converting the shares of each subsidiary corporation
to  be  merged not owned by the parent corporation into shares, bonds or
other securities of the surviving corporation,  or  the  cash  or  other
consideration  to  be  paid  or delivered in exchange for shares of each
such subsidiary corporation, or a combination thereof.
(4) If the  parent  corporation  is  not  the  surviving  corporation,
provision  for  the  pro  rata  issuance  of  shares  of  the  surviving
corporation to the shareholders of the parent corporation  on  surrender
of any certificates therefor.
(5) If  the  parent  corporation  is  not the surviving corporation, a
statement  of  any  amendments  or  changes  in   the   certificate   of
incorporation of the surviving corporation to be effected by the merger.
(6) Such  other  provisions with respect to the proposed merger as the
board considers necessary or desirable.
(b) If the surviving corporation is the parent corporation, a copy  of
such plan of merger or an outline of the material features thereof shall
be  given,  personally  or  by  mail,  to  all holders of shares of each
subsidiary corporation to be merged not owned by the parent corporation,
unless the giving of such copy  or  outline  has  been  waived  by  such
holders.
(c) A  certificate of merger, entitled "Certificate of merger of .....
into ..... (names of corporations) under section  905  of  the  Business
Corporation  Law",  shall  be  signed and delivered to the department of
state by the surviving corporation. If the surviving corporation is  the
parent  corporation and such corporation does not own all shares of each
subsidiary corporation to be merged, such certificate shall be delivered
not less than thirty days after the giving of a copy or outline  of  the
material  features  of  the  plan of merger to shareholders of each such
subsidiary corporation, or at any time after the waiving thereof by  the
holders  of  all  of  the  outstanding  shares  of  each such subsidiary
corporation not owned by  the  surviving  corporation.  The  certificate
shall set forth:
(1) The statements required by subparagraphs (a) (1), (2), (4) and (5)
of this section.
(2) The  effective date of the merger if other than the date of filing
of the certificate of merger by the department of state.
(3) The date when the certificate of incorporation of each constituent
corporation was filed by the department of state.
(4) A statement that the plan of merger was adopted by  the  board  of
directors of the parent corporation.
(5) If  the  surviving  corporation is the parent corporation and such
corporation does not own all the shares of each  subsidiary  corporation
to be merged, either the date of the giving to holders of shares of each
such  subsidiary corporation not owned by the surviving corporation of a
copy of the plan of merger  or  an  outline  of  the  material  features
thereof, or a statement that the giving of such copy or outline has been
waived, if such is the case.
(6) If  the  parent  corporation  is  not the surviving corporation, a
statement that the proposed merger has been approved by the shareholders
of the parent corporation in accordance with paragraph  (a)  of  section
903 (Authorization by shareholders).
(d) The  surviving  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.
(e) Paragraph (b) of section 903 (Authorization by shareholders) shall
apply to a merger under this section.
(f) The  right  of  merger  granted  by  this   section   to   certain
corporations shall not preclude the exercise by such corporations of any
other right of merger or consolidation under this article.