New York Laws
Article 9 - Merger or Consolidation; Guarantee; Disposition of Assets; Share Exchanges
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.