Section 904. Certificate of merger or consolidation; contents  


Latest version.
  • (a) After adoption of the plan of merger or consolidation by the board
      and  shareholders  of each constituent corporation, unless the merger or
      consolidation is abandoned in accordance with paragraph (b)  of  section
      903   (Authorization  by  shareholders),  a  certificate  of  merger  or
      consolidation, entitled "Certificate of  merger  (or  consolidation)  of
      .....and  .....  into ..... (names of corporations) under section 904 of
      the Business 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.
        (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.