State Codes and Statutes

Statutes > New-york > Npc > Article-9 > 910

§ 910. Merger   or   consolidation  of  corporations  formed  under  the           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.

State Codes and Statutes

Statutes > New-york > Npc > Article-9 > 910

§ 910. Merger   or   consolidation  of  corporations  formed  under  the           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.

State Codes and Statutes

State Codes and Statutes

Statutes > New-york > Npc > Article-9 > 910

§ 910. Merger   or   consolidation  of  corporations  formed  under  the           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.