N.Y. Not-for-Profit Corporation Law § 910: Merger or consolidation of corporations formed under the religious corporations law and certain other corporations formed for religious p...

§ 910. Merger or consolidation of corporations formed under the

religious corporations law and certain other corporations

formed for religious purposes.

(a) One or more corporations formed under the religious corporations

law and one or more corporations formed for religious purposes to which

the not-for-profit corporation law applies by virtue of paragraph (a) of

section one hundred three of this chapter may be merged or consolidated

pursuant to section nine hundred one, with the effect provided in

section nine hundred one and paragraph (b) of section nine hundred five

of this chapter.

(b) Each corporation which is a party to such merger or consolidation

shall comply with the provisions of this section and of sections 902,

903, 904 and 907 of this chapter and, if and to the extent applicable,

sections 906 and 909 of this chapter.

(c) If the surviving corporation or consolidated corporation is a

domestic or authorized foreign corporation not formed under the

religious corporations law, then, a certificate of merger or

consolidation shall be filed with the department of state, and 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 the county in which each constituent

corporation other than the surviving corporation is located, the county

in which the certificate of incorporation of each constituent domestic

corporation or application for authority of each constituent authorized

foreign corporation, other than the surviving corporation, is filed and

the office of the official who is the recording officer of such county

in this state in which real property of a constituent corporation other

than the surviving corporation, is located.

(d) If the surviving corporation or consolidated corporation is a

corporation formed under the religious corporations law, then, the

certificate of merger or consolidation shall be filed with the office of

the official in which the certificate of incorporation of the surviving

or consolidated corporation was filed, and the surviving or consolidated

corporation shall thereafter cause a copy of such certificate, certified

by such office, to be filed in the office in which the certificate of

incorporation of each constituent domestic corporation or application

for authority of each authorized foreign corporation other than the

surviving corporation was filed, 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 or

consolidated corporation, is located.

(e) Such merger or consolidation shall become effective with respect

to each constituent corporation upon the filing of a certificate of

merger or consolidation or certified copy thereof pursuant to paragraph

(c) or paragraph (d) of this section with the appropriate state or

county official therein specified. With respect to the surviving

corporation, such merger may become effective on such date subsequent

thereto, not to exceed thirty days, as shall be set forth in such

certificate. The filing of a certified copy with the office of a

recording officer of a county in which real property is located shall

not be a condition precedent to such merger or consolidation becoming

effective.