Section 141. Mergers and consolidations of certain railroad corporations

With the consent and approval  of  the  commissioner  of  transportation
  pursuant  to section one hundred eighty-eight of the transportation law,
  a railroad corporation all of whose outstanding shares of each class are
  owned by a corporation, domestic or foreign, which has as its purpose or
  among its purposes a purpose for which a corporation may be formed under
  the business corporation law, may merge into or  consolidate  with  such
  owning  corporation, following the procedure and with the effect set out
  in article nine of the business corporation law; provided, however, that
  upon  such  merger  or  consolidation  the  surviving  or   consolidated
  corporation,  if  a  domestic  corporation, shall not possess any of the
  rights, privileges, immunities, powers and  purposes  of  such  railroad
  corporation  which  could  not  be  lawfully  possessed by a corporation
  formed under the business corporation law.