(a) A domestic business corporation may be merged or consolidated into a domestic corporation formed under section two hundred one (Purposes) of the not-for-profit corporation law and authorized to do business under Article 43 of the insurance law.

Terms Used In N.Y. Business Corporation Law 904-B

  • 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
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.

(b) With respect to procedure, including approval by members or authorization by shareholders, the domestic not-for-profit corporation shall comply with the not-for-profit corporation law and the domestic business corporation shall comply with the provisions of this chapter.

(c) The plan of merger or consolidation, pursuant to this section, shall set forth all matters required by section nine hundred two of the not-for-profit corporation law or section 902 (Plan of merger or consolidation) and the terms and conditions of the proposed merger or consolidation, including the manner and basis of converting shares, bonds or other securities in each constituent corporation into membership or other interest of the surviving or consolidated corporation, or the cash or other consideration to be paid or delivered in exchange for shares, bonds or other securities in each constituent corporation, or a combination thereof.

(d) After adoption of the plan of merger or consolidation by the board and shareholders or members of each constituent corporation, unless the merger or consolidation is abandoned in accordance with paragraph (b) of section 903 (Authorization by shareholders) and paragraph (b) of section nine hundred three of the not-for-profit corporation law, a certificate of merger or consolidation, entitled “Certificate of merger (or consolidation) of …….. and………. into ……….. (names of corporations) under section 904-b of the Business Corporation Law”, shall be signed on behalf of each constituent corporation and delivered to the department of state.

(e) The certificate required to be filed pursuant to this section shall set forth the statements required by paragraph (a) of section nine hundred four of the not-for-profit corporation law or paragraph (a) of section nine hundred four (Adoption of the plan of merger or consolidation). (f) No certificate shall be filed pursuant to this section until an order approving the plan of merger or consolidation and authorizing the filing of the certificate has been made by the supreme court, as provided in section nine hundred seven of the not-for-profit corporation law.

(g) 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.

(h) The surviving or consolidated domestic 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.

(i) When such merger or consolidation has been effected, it shall be subject to the not-for-profit corporation law and 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 nine hundred five of the not-for-profit corporation law, except that in subparagraph three of paragraph (b) of such section the word “member” shall be read

to include the word “shareholder” as the latter is defined in this chapter.