Section 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.