§ 906. Merger or consolidation of domestic and foreign corporations.\n (a) One or more foreign corporations and one or more domestic\ncorporations may be merged or consolidated into a corporation of this\nstate or of another jurisdiction, if such merger or consolidation is\npermitted by the laws of the jurisdiction under which each such foreign\ncorporation is incorporated. With respect to such merger or\nconsolidation, any reference in paragraph (b) of section 901 (Power of\nmerger or consolidation) to a corporation shall, unless the context\notherwise requires, include both domestic and foreign corporations.\n (b) With respect to procedure, including the requirement of approval\nby members, each domestic corporation shall comply with the provisions\nof this chapter relating to merger or consolidation of domestic\ncorporations, and each foreign corporation shall comply with the\napplicable provisions of the law of the jurisdiction under which it is\nincorporated.\n (c) if the surviving or consolidated corporation is, or is to be, a\ndomestic corporation, a certificate of merger or consolidation shall be\nsigned, verified and delivered to the department of state as provided in\nsection 904 (Certificate of merger or consolidation; contents). In\naddition to the matters specified in such section, the certificate shall\nset forth as to each constituent foreign corporation the jurisdiction\nand date of its incorporation and the date when its application for\nauthority to conduct activities in this state was filed by the\ndepartment of state, and its fictitious name used in this state pursuant\nto article thirteen of this chapter, if applicable, or, if no such\napplication has been filed, a statement to such effect.\n (d) If the surviving or consolidated corporation is, or is to be,\nformed under the law of any jurisdiction other than this state:\n (1) It shall comply with the provisions of this chapter relating to\nforeign corporations if it is to conduct activities in this state.\n (2) It shall deliver to the department of state a certificate,\nentitled "Certificate of merger (or consolidation) of ..........\nand .......... into .......... (names of corporations) under section\n906 of the Not-for-Profit Corporation Law", which shall be signed on\nbehalf of each constituent domestic and foreign corporation. It shall\nset forth:\n (A) The statements required by subparagraphs (a) (1) and (2) of\nsection 902 (Plan of merger or consolidation).\n (B) The jurisdiction and date of incorporation of the surviving or\nconsolidated foreign corporation, the date when its application for\nauthority to conduct activities in this state was filed by the\ndepartment of state, and its fictitious name used in this state pursuant\nto article thirteen of this chapter, if applicable, or, if no such\napplication has been filed, a statement to such effect and that it is\nnot to conduct activities in this state until an application for such\nauthority shall have been filed by such department.\n (C) The date when the certificate of incorporation of each constituent\ndomestic corporation was filed by the department of state and the\njurisdiction and date of incorporation of each constituent foreign\ncorporation, other than the surviving or consolidated foreign\ncorporation, and; in the case of each such corporation authorized to\nconduct activities in this state, the date when its application for\nauthority was filed by the department of state.\n (D) An agreement that the surviving or consolidated foreign\ncorporation may be served with process in this state in any action or\nspecial proceeding for the enforcement of any liability or obligation of\nany domestic corporation or of any foreign corporation, previously\namenable to suit in this state, which is a constituent corporation in\nsuch merger or consolidation, and an agreement that the surviving or\nconsolidated foreign corporation may be sued in this state in respect of\nany property transf
‹ Prev All New York sections Next ›
Lexace provides legal information, not legal advice, and no attorney–client relationship is created. Statute text is provided for general information and may not reflect the most recent amendments; verify against the official state code.