2006 New York Code - Merger Or Consolidation Of Corporations With Other Business Entities; Certificate Of Merger Or Consolidation.

 
  § 904-a. Merger  or  consolidation  of  corporations with other business
             entities; certificate of merger or consolidation.
    (a) After adoption of the agreement of merger or consolidation by  the
  board  and  shareholders of each corporation participating in the merger
  or consolidation, unless the merger or  consolidation  is  abandoned  in
  accordance  with  paragraph  (b)  of  section nine hundred three of this
  article, subdivision (d) of section one  thousand  two  of  the  limited
  liability  company  law  or  other  applicable statute, a certificate of
  merger  or  consolidation,   entitled   "Certificate   of   merger   (or
  consolidation)  of  .....  and  .....   into ..... (names of constituent
  entities) under section nine hundred four-a of the business  corporation
  law," shall be signed on behalf of each constituent entity and delivered
  to the department of state. It shall set forth:
    (1)  The  name  of  each constituent entity and, if the name of any of
  them has been changed, the name under which it was formed;
    (2) The date when the certificate  of  incorporation  or  articles  of
  organization  of  each  domestic  constituent  entity  was  filed by the
  department of state;
    (3) If a constituent entity  is  a  foreign  business  corporation  or
  foreign  other  business  entity, the jurisdiction and date of filing of
  its initial certificate of incorporation or formation document,  if  any
  and  the  date  when  its  application  for  authority  was filed by the
  department of state  or  if  no  such  application  has  been  filed,  a
  statement  to such effect and (if the constituent foreign corporation is
  the surviving entity) that it is not to do business in this state  until
  an  application  for  such  authority  shall  have  been  filed with the
  department of state;
    (4) A statement that an agreement of merger or consolidation has  been
  approved and executed by each constituent entity;
    (5) The name of the surviving or consolidated corporation;
    (6) If the surviving or resulting entity is a domestic corporation, in
  case  of  a  merger,  a  statement  of  any amendments or changes in the
  certificate of incorporation of the surviving corporation to be effected
  by such merger; in case of consolidation, all statements required to  be
  included  in  a  certificate  of  incorporation for a corporation formed
  under this chapter;
    (7) If the surviving or resulting entity is a foreign corporation,  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 or
  foreign entity, previously amenable to suit in this state,  which  is  a
  constituent  entity  in  such  merger  or  consolidation,  and  for  the
  enforcement, as provided in this chapter, of the right  of  shareholders
  or  members  of  any  constituent domestic entity to receive payment for
  their interests against the surviving or consolidated corporation;
    (8) If the surviving or resulting entity is a foreign  corporation,  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  three  hundred  six  of  this chapter, in any action or special
  proceeding, and a post office address, within or without this state,  to
  which the secretary of state shall mail a copy of any process against it
  served  upon  him.  Such  post  office address shall supersede any prior
  address designated as the address to which process shall be mailed;
    (9) If the surviving or resulting entity is a foreign corporation,  an
  agreement  that,  subject  to  the  provisions  of  section  six hundred
  twenty-three of this chapter, section one thousand five of  the  limited
  liability  company  law  and  any  applicable  statute, the surviving or
  consolidated foreign corporation will promptly pay to  the  shareholders
  of  each  constituent domestic corporation and owners of any constituent
  other business entity the  amount,  if  any,  to  which  they  shall  be
  entitled  under the provisions of this chapter and the limited liability
  company  law  or  any  applicable  statute  relating  to  the  right  of
  shareholders, owners and members to receive payment for their interests;
    (10) 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;
    (11) For each foreign corporation, foreign limited  liability  company
  or  other business entity, a statement that such merger or consolidation
  is permitted by its jurisdiction of incorporation or organization and is
  in compliance therewith;
    (12) That the agreement of merger or consolidation is  on  file  at  a
  place  of  business  of  the  surviving or resulting domestic or foreign
  corporation and shall state the address thereof.
    (b) 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  each  office  of  a participating domestic or foreign
  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  participating  domestic  or
  foreign corporation, other than the surviving corporation, is situated.