New York Laws
Article 9 - Merger or Consolidation; Guarantee; Disposition of Assets; Share Exchanges
904-A - Merger or Consolidation of Corporations With Other Business Entities; Certificate of Merger or Consolidation.

(a) After adoption of the agreement of merger or consolidation by the
board and shareholders of each corporation participating in the merger
or consolidation, unless the merger or consolidation is abandoned in
accordance with paragraph (b) of section nine hundred three of this
article, subdivision (d) of section one thousand two of the limited
liability company law or other applicable statute, and the surviving or
resulting entity is a corporation, foreign corporation, or other
business entity for which the laws of this state do not provide for the
filing of a certificate of merger or consolidation with the department
of state, a certificate of merger or consolidation, entitled
"Certificate of merger (or consolidation) of ..... and..... into .....
(names of constituent entities) under section nine hundred four-a of the
business corporation law," shall be signed on behalf of each constituent
entity and delivered to the department of state. It shall set forth:
(1) The name of each constituent entity and, if the name of any of
them has been changed, the name under which it was formed;
(2) The date when the certificate of incorporation or articles of
organization of each domestic constituent entity was filed by the
department of state;
(3) If a constituent entity is a foreign business corporation or
foreign other business entity, the jurisdiction and date of filing of
its initial certificate of incorporation or formation document, if any
and the date when its application for authority was filed by the
department of state or if no such application has been filed, a
statement to such effect and (if the constituent foreign corporation is
the surviving entity) that it is not to do business in this state until
an application for such authority shall have been filed with the
department of state;
(4) A statement that an agreement of merger or consolidation has been
approved and executed by each constituent entity;
(5) The name of the surviving or consolidated corporation;
(6) If the surviving or resulting entity is a domestic corporation, in
case of a merger, a statement of any amendments or changes in the
certificate of incorporation of the surviving corporation to be effected
by such merger; in case of consolidation, all statements required to be
included in a certificate of incorporation for a corporation formed
under this chapter;
(7) If the surviving or resulting entity is a foreign corporation or
other business entity, an agreement that the surviving or consolidated
foreign corporation or other business entity 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 or foreign entity,
previously amenable to suit in this state, which is a constituent entity
in such merger or consolidation, and for the enforcement, as provided in
this chapter, of the right of shareholders or members of any constituent
domestic entity to receive payment for their interests against the
surviving or consolidated corporation;
(8) If the surviving or resulting entity is a foreign corporation or
other business entity, 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 three hundred six of this chapter, in any
action or special proceeding, and a post office address, within or
without this state, to which the secretary of state shall mail a copy of
any process against it served upon him or her. The corporation may
include an email address to which the secretary of state shall email a
notice of the fact that process against it has been electronically

served upon him or her. Such post office address shall supersede any
prior address designated as the address to which process shall be mailed
and such email address shall supersede any prior email address
designated as the email address to which a notice shall be sent;
(9) If the surviving or resulting entity is a foreign corporation, an
agreement that, subject to the provisions of section six hundred
twenty-three of this chapter, section one thousand five of the limited
liability company law and any applicable statute, the surviving or
consolidated foreign corporation will promptly pay to the shareholders
of each constituent domestic corporation and owners of any constituent
other business entity the amount, if any, to which they shall be
entitled under the provisions of this chapter and the limited liability
company law or any applicable statute relating to the right of
shareholders, owners and members to receive payment for their interests;
(10) 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;
(11) For each foreign corporation, foreign limited liability company
or other business entity, a statement that such merger or consolidation
is permitted by its jurisdiction of incorporation or organization and is
in compliance therewith;
(12) That the agreement of merger or consolidation is on file at a
place of business of the surviving or resulting domestic or foreign
corporation and shall state the address thereof.
(b) 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 each office of a participating domestic or foreign
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 participating domestic or
foreign corporation, other than the surviving corporation, is situated.