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This entry was published on 2014-09-22
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SECTION 906
Merger or consolidation of domestic and foreign corporations
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 9
§ 906. Merger or consolidation of domestic and foreign corporations.

(a) One or more foreign corporations and one or more domestic
corporations may be merged or consolidated into a corporation of this
state or of another jurisdiction, if such merger or consolidation is
permitted by the laws of the jurisdiction under which each such foreign
corporation is incorporated. With respect to such merger or
consolidation, any reference in paragraph (b) of section 901 (Power of
merger or consolidation) to a corporation shall, unless the context
otherwise requires, include both domestic and foreign corporations.

(b) With respect to procedure, including the requirement of approval
by members, each domestic corporation shall comply with the provisions
of this chapter relating to merger or consolidation of domestic
corporations, and each foreign corporation shall comply with the
applicable provisions of the law of the jurisdiction under which it is
incorporated.

(c) if the surviving or consolidated corporation is, or is to be, a
domestic corporation, a certificate of merger or consolidation shall be
signed, verified and delivered to the department of state as provided in
section 904 (Certificate of merger or consolidation; contents). In
addition to the matters specified in such section, the certificate shall
set forth as to each constituent foreign corporation the jurisdiction
and date of its incorporation and the date when its application for
authority to conduct activities in this state was filed by the
department of state, and its fictitious name used in this state pursuant
to article thirteen of this chapter, if applicable, or, if no such
application has been filed, a statement to such effect.

(d) If the surviving or consolidated corporation is, or is to be,
formed under the law of any jurisdiction other than this state:

(1) It shall comply with the provisions of this chapter relating to
foreign corporations if it is to conduct activities in this state.

(2) It shall deliver to the department of state a certificate,
entitled "Certificate of merger (or consolidation) of ..........
and .......... into .......... (names of corporations) under section
906 of the Not-for-Profit Corporation Law", which shall be signed on
behalf of each constituent domestic and foreign corporation. It shall
set forth:

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

(B) The jurisdiction and date of incorporation of the surviving or
consolidated foreign corporation, the date when its application for
authority to conduct activities in this state was filed by the
department of state, and its fictitious name used in this state pursuant
to article thirteen of this chapter, if applicable, or, if no such
application has been filed, a statement to such effect and that it is
not to conduct activities in this state until an application for such
authority shall have been filed by such department.

(C) The date when the certificate of incorporation of each constituent
domestic corporation was filed by the department of state and the
jurisdiction and date of incorporation of each constituent foreign
corporation, other than the surviving or consolidated foreign
corporation, and; in the case of each such corporation authorized to
conduct activities in this state, the date when its application for
authority was filed by the department of state.

(D) An agreement that the surviving or consolidated foreign
corporation 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 corporation or of any foreign corporation, previously
amenable to suit in this state, which is a constituent corporation in
such merger or consolidation, and an agreement that the surviving or
consolidated foreign corporation may be sued in this state in respect of
any property transferred or conveyed to it as provided in paragraph (c)
of section 907 (Approval by the supreme court), or the use made of such
property, or any transaction in connection therewith.

(E) 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 306 (Service of process), in any action or special
proceeding described in subparagraph (D) and a post office address,
within or without this state, to which the secretary of state shall mail
a copy of the process in such action or special proceeding.

(F) The manner in which the plan of merger or consolidation was
approved with respect to each constituent domestic corporation and that
the merger or consolidation is permitted by the laws of the jurisdiction
of each constituent foreign corporation and is in compliance therewith.

(G) 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.

(e) 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.

(f) 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 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.

(g) If the surviving or consolidated corporation is, or is to be,
formed under the law of this state, 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 905 (Effect of
merger or consolidation). If the surviving or consolidated corporation
is, or is to be, incorporated under the law of any jurisdiction other
than this state, the effect of such merger or consolidation shall be the
same as in the case of the merger or consolidation of domestic
corporations, except in so far as the law of such other jurisdiction
provides otherwise.