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
Terms Used In N.Y. Not-for-Profit Corporation Law 910
- Consolidated corporation: means the new corporation in which two or more constituent corporations are consolidated. See N.Y. Not-for-Profit Corporation Law 901
- Consolidation: means a procedure of the character described in subparagraph (a) (2). See N.Y. Not-for-Profit 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. Not-for-Profit 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. Not-for-Profit Corporation Law 901
- Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
- Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
- Surviving corporation: means the constituent corporation into which one or more other constituent corporations are merged. See N.Y. Not-for-Profit Corporation Law 901
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.