Section 904-A. Merger or consolidation of corporations with other business entities; certificate of merger or consolidation

(a) After adoption of the agreement of merger or consolidation by  the
  board  and  shareholders of each corporation participating in the merger
  or consolidation, unless the merger or  consolidation  is  abandoned  in
  accordance  with  paragraph  (b)  of  section nine hundred three of this
  article, subdivision (d) of section one  thousand  two  of  the  limited
  liability  company law or other applicable statute, and the surviving or
  resulting  entity  is  a  corporation,  foreign  corporation,  or  other
  business  entity for which the laws of this state do not provide for the
  filing of a certificate of merger or consolidation with  the  department
  of   state,   a   certificate   of  merger  or  consolidation,  entitled
  "Certificate of merger (or consolidation) of ..... and.....  into  .....
  (names of constituent entities) under section nine hundred four-a of the
  business corporation law," shall be signed on behalf of each constituent
  entity and delivered to the department of state. It shall set forth:
    (1)  The  name  of  each constituent entity and, if the name of any of
  them has been changed, the name under which it was formed;
    (2) The date when the certificate  of  incorporation  or  articles  of
  organization  of  each  domestic  constituent  entity  was  filed by the
  department of state;
    (3) If a constituent entity  is  a  foreign  business  corporation  or
  foreign  other  business  entity, the jurisdiction and date of filing of
  its initial certificate of incorporation or formation document,  if  any
  and  the  date  when  its  application  for  authority  was filed by the
  department of state  or  if  no  such  application  has  been  filed,  a
  statement  to such effect and (if the constituent foreign corporation is
  the surviving entity) that it is not to do business in this state  until
  an  application  for  such  authority  shall  have  been  filed with the
  department of state;
    (4) A statement that an agreement of merger or consolidation has  been
  approved and executed by each constituent entity;
    (5) The name of the surviving or consolidated corporation;
    (6) If the surviving or resulting entity is a domestic corporation, in
  case  of  a  merger,  a  statement  of  any amendments or changes in the
  certificate of incorporation of the surviving corporation to be effected
  by such merger; in case of consolidation, all statements required to  be
  included  in  a  certificate  of  incorporation for a corporation formed
  under this chapter;
    (7) If the surviving or resulting entity is a foreign  corporation  or
  other  business  entity, an agreement that the surviving or consolidated
  foreign corporation or other business entity 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  or  foreign  entity,
  previously amenable to suit in this state, which is a constituent entity
  in such merger or consolidation, and for the enforcement, as provided in
  this chapter, of the right of shareholders or members of any constituent
  domestic entity to receive  payment  for  their  interests  against  the
  surviving or consolidated corporation;
    (8)  If  the surviving or resulting entity is a foreign corporation or
  other business entity, 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 three hundred six of this chapter, in any
  action or special proceeding, and  a  post  office  address,  within  or
  without this state, to which the secretary of state shall mail a copy of
  any  process  against it served upon him. Such post office address shall
  supersede any prior address designated as the address to  which  process
  shall be mailed;

    (9)  If the surviving or resulting entity is a foreign corporation, an
  agreement that,  subject  to  the  provisions  of  section  six  hundred
  twenty-three  of  this chapter, section one thousand five of the limited
  liability company law and  any  applicable  statute,  the  surviving  or
  consolidated  foreign  corporation will promptly pay to the shareholders
  of each constituent domestic corporation and owners of  any  constituent
  other  business  entity  the  amount,  if  any,  to  which they shall be
  entitled under the provisions of this chapter and the limited  liability
  company  law  or  any  applicable  statute  relating  to  the  right  of
  shareholders, owners and members to receive payment for their interests;
    (10) 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;
    (11) For each foreign corporation, foreign limited  liability  company
  or  other business entity, a statement that such merger or consolidation
  is permitted by its jurisdiction of incorporation or organization and is
  in compliance therewith;
    (12) That the agreement of merger or consolidation is  on  file  at  a
  place  of  business  of  the  surviving or resulting domestic or foreign
  corporation and shall state the address thereof.
    (b) 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  each  office  of  a participating domestic or foreign
  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  participating  domestic  or
  foreign corporation, other than the surviving corporation, is situated.