N.Y. Business Corporation Law § 901: Power of merger or consolidation

§ 901. Power of merger or consolidation.

(a) Two or more domestic corporations may, as provided in this

chapter:

(1) Merge into a single corporation which shall be one of the

constituent corporations; or

(2) Consolidate into a single corporation which shall be a new

corporation to be formed pursuant to the consolidation.

(b) Whenever used in this article:

(1) "Merger" means a procedure of the character described in

subparagraph (a) (1).

(2) "Consolidation" means a procedure of the character described in

subparagraph (a) (2).

(3) "Constituent corporation" means an existing corporation that is

participating in the merger or consolidation with one or more other

corporations.

(4) "Surviving corporation" means the constituent corporation into

which one or more other constituent corporations are merged.

(5) "Consolidated corporation" means the new corporation into which

two or more constituent corporations are consolidated.

(6) "Constituent entity" means a domestic or foreign corporation or

other business entity, that is participating in the merger or

consolidation with one or more domestic or foreign corporations.

(7) "Other business entity" means any person other than a natural

person, general partnership (including any registered limited liability

partnership or registered foreign limited liability partnership) or a

domestic or foreign business corporation.

(8) "Person" means any association, corporation, joint stock company,

estate, general partnership (including any registered limited liability

partnership or foreign limited liability partnership), limited

association, limited liability company (including a professional service

limited liability company), foreign limited liability company (including

a foreign professional service limited liability company), joint

venture, limited partnership, natural person, real estate investment

trust, business trust or other trust, custodian, nominee or any other

individual or entity in its own or any representative capacity.

(c) One or more domestic corporations and one or more other business

entities, or one or more foreign corporations and one or more other

business entities may as provided by any other applicable statute and

this chapter:

(1) Merge into a single domestic or foreign corporation or other

business entity, which shall be one of the constituent entities; or

(2) Consolidate into a single domestic or foreign corporation or other

business entity, which shall be a new domestic or foreign corporation or

other business entity to be formed pursuant to the consolidation.