N.Y. Not-for-Profit Corporation Law § 906: Merger or consolidation of domestic and foreign corporations

§ 906. Merger or consolidation of domestic and foreign corporations.

(a) One or more foreign corporations and one or more domestic

corporations may be merged or consolidated into a corporation of this

state or of another jurisdiction, if such merger or consolidation is

permitted by the laws of the jurisdiction under which each such foreign

corporation is incorporated. With respect to such merger or

consolidation, any reference in paragraph (b) of section 901 (Power of

merger or consolidation) to a corporation shall, unless the context

otherwise requires, include both domestic and foreign corporations.

(b) With respect to procedure, including the requirement of approval

by members, each domestic corporation shall comply with the provisions

of this chapter relating to merger or consolidation of domestic

corporations, and each foreign corporation shall comply with the

applicable provisions of the law of the jurisdiction under which it is

incorporated.

(c) if the surviving or consolidated corporation is, or is to be, a

domestic corporation, a certificate of merger or consolidation shall be

signed, verified and delivered to the department of state as provided in

section 904 (Certificate of merger or consolidation; contents). In

addition to the matters specified in such section, the certificate shall

set forth as to each constituent foreign corporation the jurisdiction

and date of its incorporation and the date when its application for

authority to conduct activities in this state was filed by the

department of state, and its fictitious name used in this state pursuant

to article thirteen of this chapter, if applicable, or, if no such

application has been filed, a statement to such effect.

(d) If the surviving or consolidated corporation is, or is to be,

formed under the law of any jurisdiction other than this state:

(1) It shall comply with the provisions of this chapter relating to

foreign corporations if it is to conduct activities in this state.

(2) It shall deliver to the department of state a certificate,

entitled "Certificate of merger (or consolidation) of ..........

and .......... into .......... (names of corporations) under section

906 of the Not-for-Profit Corporation Law", which shall be signed on

behalf of each constituent domestic and foreign corporation. It shall

set forth:

(A) The statements required by subparagraphs (a) (1) and (2) of

section 902 (Plan of merger or consolidation).

(B) The jurisdiction and date of incorporation of the surviving or

consolidated foreign corporation, the date when its application for

authority to conduct activities in this state was filed by the

department of state, and its fictitious name used in this state pursuant

to article thirteen of this chapter, if applicable, or, if no such

application has been filed, a statement to such effect and that it is

not to conduct activities in this state until an application for such

authority shall have been filed by such department.

(C) The date when the certificate of incorporation of each constituent

domestic corporation was filed by the department of state and the

jurisdiction and date of incorporation of each constituent foreign

corporation, other than the surviving or consolidated foreign

corporation, and; in the case of each such corporation authorized to

conduct activities in this state, the date when its application for

authority was filed by the department of state.

(D) 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 corporation or of any foreign corporation, previously

amenable to suit in this state, which is a constituent corporation in

such merger or consolidation, and an agreement that the surviving or

consolidated foreign corporation may be sued in this state in respect of

any property transferred or conveyed to it as provided in paragraph (c)

of section 907 (Approval by the supreme court), or the use made of such

property, or any transaction in connection therewith.

(E) 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 306 (Service of process), in any action or special

proceeding described in subparagraph (D) and a post office address,

within or without this state, to which the secretary of state shall mail

a copy of the process in such action or special proceeding.

(F) The manner in which the plan of merger or consolidation was

approved with respect to each constituent domestic corporation and that

the merger or consolidation is permitted by the laws of the jurisdiction

of each constituent foreign corporation and is in compliance therewith.

(G) 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.

(e) 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.

(f) 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 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.

(g) If the surviving or consolidated corporation is, or is to be,

formed under the law of this state, 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 905 (Effect of

merger or consolidation). If the surviving or consolidated corporation

is, or is to be, incorporated under the law of any jurisdiction other

than this state, the effect of such merger or consolidation shall be the

same as in the case of the merger or consolidation of domestic

corporations, except in so far as the law of such other jurisdiction

provides otherwise.