Welcome to FindLaw's Cases & Codes, a free source of state and federal court opinions, state laws, and the United States Code. For more information about the legal concepts addressed by these cases and statutes, visit FindLaw's Learn About the Law.
(a)?After adoption of the plan of merger or consolidation by the board and shareholders of each constituent corporation, unless the merger or consolidation is abandoned in accordance with paragraph (b) of section 903 (Authorization by shareholders), a certificate of merger or consolidation, entitled ?Certificate of merger (or consolidation) of ????and ???? into ???? (names of corporations) under section 904 of the Business Corporation Law?, shall be signed on behalf of each constituent corporation and delivered to the department of state. ?It shall set forth:
(2)?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.
(3)?In the case of consolidation, any statement required to be included in a certificate of incorporation for a corporation formed under this chapter but which was omitted under subparagraph (a)(4) of section 902.
(4)?The date when the certificate of incorporation of each constituent corporation was filed by the department of state.
(5)?The manner in which the merger or consolidation was authorized with respect to each constituent corporation.
(b)?The surviving or consolidated 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.
Cite this article: FindLaw.com - New York Consolidated Laws, Business Corporation Law - BSC § 904. Certificate of merger or consolidation; contents - last updated January 01, 2021 | https://codes.findlaw.com/ny/business-corporation-law/bsc-sect-904/
FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature or via Westlaw before relying on it for your legal needs.