(a) After adoption of the plan of merger or consolidation by the board and shareholders of each constituent corporation, unless the merger or consolidation is abandoned in accordance with paragraph (b) of section 903 (Authorization by shareholders), a certificate of merger or consolidation, entitled “Certificate of merger (or consolidation) of …..and ….. into ….. (names of corporations) under section 904 of the Business Corporation Law”, shall be signed on behalf of each constituent corporation and delivered to the department of state. It shall set forth:

Terms Used In N.Y. Business Corporation Law 904

  • Consolidated corporation: means the new corporation into which two or more constituent corporations are consolidated. See N.Y. Business Corporation Law 901
  • Consolidation: means a procedure of the character described in subparagraph (a) (2). See N.Y. Business Corporation Law 901
  • Constituent corporation: means an existing corporation that is participating in the merger or consolidation with one or more other corporations. See N.Y. Business Corporation Law 901
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Merger: means a procedure of the character described in subparagraph (a) (1). See N.Y. Business Corporation Law 901
  • Surviving corporation: means the constituent corporation into which one or more other constituent corporations are merged. See N.Y. Business Corporation Law 901

(1) The statements required by subparagraphs (a) (1), (2) and (4) of section 902 (Plan of merger or consolidation).

(2) 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.

(3) In the case of consolidation, any statement required to be included in a certificate of incorporation for a corporation formed under this chapter but which was omitted under subparagraph (a) (4) of section 902.

(4) The date when the certificate of incorporation of each constituent corporation was filed by the department of state.

(5) The manner in which the merger or consolidation was authorized with respect to each constituent corporation.

(b) 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 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.