N.Y.
Not-for-Profit Corporation Law Section 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 13 (Foreign Corporations)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 13 (Foreign Corporations)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.
Source:
Section 906 — Merger or consolidation of domestic and foreign corporations, https://www.nysenate.gov/legislation/laws/NPC/906 (updated Sep. 22, 2014; accessed Apr. 13, 2024).
