§ 908. Merger or consolidation of business and not-for-profit\n corporations.\n (a) One or more domestic or foreign corporations which is, or would be\nif formed under this chapter, a non-charitable corporation, or any\ncorporation formed as a type A corporation prior to July first, two\nthousand fourteen, may be merged or consolidated into a domestic or\nforeign corporation which is, or would be if formed under the laws of\nthis state, a corporation formed under the business corporation law of\nthis state if such merger or consolidation is not contrary to the law of\nthe state of incorporation of any constituent corporation. With respect\nto such merger or consolidation, any reference in paragraph (b) of\nsection 901 (Power of merger or consolidation) of this article or\nparagraph (b) of section 901 (Power of merger or consolidation) of the\nbusiness corporation law to a corporation shall, unless the context\notherwise requires, include both domestic and foreign corporations.\n (b) With respect to procedure including authorization by shareholders\nor approval by members, each domestic business corporation shall comply\nwith the business corporation law, each domestic not-for-profit\ncorporation shall comply with the provisions of this chapter and each\nforeign corporation shall comply with the applicable provisions of the\nlaw of the jurisdiction under which it is incorporated.\n (c) The plan of merger or consolidation shall set forth all matter\nrequired by section 902 of the business corporation law or section 902\nof this chapter and the terms and conditions of the proposed merger or\nconsolidation, including the manner and basis of converting shares,\nmembership or other interest in each constituent corporation into\nshares, bonds or other securities of the surviving or consolidated\ncorporation, or the cash or other consideration to be paid or delivered\nin exchange for shares, membership or other interest in each constituent\ncorporation, or a combination thereof.\n (d) After adoption of the plan of merger or consolidation by the board\nand members or shareholders of each constituent corporation, unless the\nmerger or consolidation is abandoned in accordance with paragraph (b) of\nsection 903 (Approval by members) and paragraph (b) of section 903\n(Authorization by shareholders) of the business corporation law, a\ncertificate of merger or consolidation, entitled "Certificate of merger\n(or consolidation) of .......... and .......... into ..............\n(names of corporations) under section 908 of the Not-for-Profit\nCorporation Law", shall be signed on behalf of each constituent\ncorporation and delivered to the department of state.\n (1) If the surviving or consolidated corporation is, or is to be, a\ndomestic corporation such certificate shall set forth the statements\nrequired by section 904(a) of the business corporation law or section\n904(a) of this chapter and, as to each constituent foreign corporation\nthe jurisdiction and date of its incorporation and the date when its\napplication for authority to conduct activities or do business in this\nstate was filed by the department of state or, if no such application\nhas been filed, a statement to such effect.\n (2) If the surviving or consolidated corporation is, or is to be\nformed under the law of any jurisdiction other than this state such\ncertificate shall set forth:\n (A) The statements required by subparagraphs (a)(1) and (2) of section\n902 of the business corporation law or subparagraphs (a)(1) and (2) of\nsection 902 (Plan of merger or consolidation) of this chapter, and the\nmanner in which the merger or consolidation was authorized with respect\nto each constituent domestic corporation.\n (B) The jurisdiction and date of incorporation of the surviving or\nconsolidated foreign corporation, the date when its application for\nauthority to do business in this state was filed by the department of\nstate or, if no such application has been fil
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