N.Y. Business Corporation Law § 904-b: Merger or consolidation of business corporations into non-profit corporations

§ 904-b. Merger or consolidation of business corporations into

non-profit corporations.

(a) A domestic business corporation may be merged or consolidated into

a domestic corporation formed under section two hundred one (Purposes)

of the not-for-profit corporation law and authorized to do business

under article forty-three of the insurance law.

(b) With respect to procedure, including approval by members or

authorization by shareholders, the domestic not-for-profit corporation

shall comply with the not-for-profit corporation law and the domestic

business corporation shall comply with the provisions of this chapter.

(c) The plan of merger or consolidation, pursuant to this section,

shall set forth all matters required by section nine hundred two of the

not-for-profit corporation law or section 902 (Plan of merger or

consolidation) and the terms and conditions of the proposed merger or

consolidation, including the manner and basis of converting shares,

bonds or other securities in each constituent corporation into

membership or other interest of the surviving or consolidated

corporation, or the cash or other consideration to be paid or delivered

in exchange for shares, bonds or other securities in each constituent

corporation, or a combination thereof.

(d) After adoption of the plan of merger or consolidation by the board

and shareholders or members of each constituent corporation, unless the

merger or consolidation is abandoned in accordance with paragraph (b) of

section 903 (Authorization by shareholders) and paragraph (b) of section

nine hundred three of the not-for-profit corporation law, a certificate

of merger or consolidation, entitled "Certificate of merger (or

consolidation) of ........ and.......... into ........... (names of

corporations) under section 904-b of the Business Corporation Law",

shall be signed on behalf of each constituent corporation and delivered

to the department of state.

(e) The certificate required to be filed pursuant to this section

shall set forth the statements required by paragraph (a) of section nine

hundred four of the not-for-profit corporation law or paragraph (a) of

section nine hundred four (Adoption of the plan of merger or

consolidation).

(f) No certificate shall be filed pursuant to this section until an

order approving the plan of merger or consolidation and authorizing the

filing of the certificate has been made by the supreme court, as

provided in section nine hundred seven of the not-for-profit corporation

law.

(g) 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.

(h) The surviving or consolidated domestic 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.

(i) When such merger or consolidation has been effected, it shall be

subject to the not-for-profit corporation law and 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 nine hundred

five of the not-for-profit corporation law, except that in subparagraph

three of paragraph (b) of such section the word "member" shall be read

to include the word "shareholder" as the latter is defined in this

chapter.