N.Y. Not-for-Profit Corporation Law § 905: Effect of merger or consolidation

§ 905. Effect of merger or consolidation.

(a) Upon the filing of the certificate of merger and 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.

(b) When such merger or consolidation has been effected:

(1) Such surviving or consolidated corporation shall thereafter,

consistently with its certificate of incorporation as altered or

established by the merger or consolidation, possess all the rights,

privileges, immunities, powers and purposes of each of the constituent

corporations.

(2) All the property, real and personal, including causes of action

and every other asset of each of the constituent corporations, shall

vest in such surviving or consolidated corporation without further act

or deed, except as otherwise provided in paragraph (b) of section 907

(Approval by the Supreme Court). Except as the court may otherwise

direct, as provided in section 8-1.1 of the Estates, Powers and Trusts

Law, any disposition made in the will of a person dying domiciled in

this state or in any other instrument executed under the laws of this

state, taking effect after such merger or consolidation, to or for any

of the constituent corporations shall inure to the benefit of the

surviving or consolidated corporation. So far as is necessary for that

purpose, or for the purpose of a like result with respect to a

disposition governed by the law of any other jurisdiction, the existence

of each constituent domestic corporation shall be deemed to continue in

and through the surviving or consolidated corporation.

(3) The surviving or consolidated corporation shall assume and be

liable for all the liabilities, obligations and penalties of each of the

constituent corporations. No liability or obligation due or to become

due, claim or demand for any cause existing against any such

corporation, or any member, officer or director thereof, shall be

released or impaired by such merger or consolidation. No action or

proceeding, whether civil or criminal, then pending by or against any

such constituent corporation, or any member, officer or director

thereof, shall abate or be discontinued by such merger or consolidation,

but may be enforced, prosecuted, settled or comprised as if such merger

or consolidation had not occurred, or such surviving or consolidated

corporation may be substituted in such action or special proceeding in

place of any constituent corporation.

(4) In the case of a merger, the certificate of incorporation of the

surviving corporation shall be automatically amended to the extent, if

any, that changes in its certificate of incorporation are set forth in

the plan of merger; and, in the case of a consolidation, the statements

set forth in the certificate of consolidation and which are required or

permitted to be set forth in a certificate of incorporation of a

corporation formed under this chapter shall be its certificate of

incorporation.