Section 904. Certificate of merger or consolidation; contents  


Latest version.
  • (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.