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This entry was published on 2014-09-22
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Certificate of merger or consolidation; contents
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 9
§ 904. Certificate of merger or consolidation; contents.

(a) After approval of the plan of merger or consolidation unless the
merger or consolidation is abandoned in accordance with paragraph (b) of
section 903 (Approval of plan) a certificate of merger or consolidation,
entitled "Certificate of merger (or consolidation) of .......... and
................ into (names of corporations) under section 904 of the
Not-for-Profit Corporation Law," shall be signed on behalf of each
constituent corporation and delivered to the department of state. It
shall set forth:

(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 or, in the case of
constituent corporations created by special law, the chapter number and
year of passage of such law.

(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.