New York Business Corporation Law Article 9 - MERGER OR CONSOLIDATION; GUARANTEE; DISPOSITION OF ASSETS; SHARE EXCHANGES

• 901 - Power of Merger or Consolidation.
  (a) Two or more domestic corporations may, as provided in this chapter: (1) Merge into a single corporation which shall be one of the constituent...
• 902 - Plan of Merger or Consolidation.
  (a) The board of each corporation proposing to participate in a merger or consolidation under section 901 (Power of merger or consolidation) shall adopt a...
• 903 - Authorization by Shareholders.
  (a) The board of each constituent corporation, upon adopting such plan of merger or consolidation, shall submit such plan to a vote of shareholders in...
• 904 - Certificate of Merger or Consolidation; Contents.
  (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...
• 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...
• 904-b - Merger or Consolidation of Business Corporations Into Non-Profit Corporations.
  (a) A domestic business corporation may be merged or consolidated into a domestic corporation formed under section two hundred one (Purposes) of the not-for-profit corporation...
• 905 - Merger of Parent and Subsidiary Corporations.
  (a) Any domestic corporation owning at least ninety percent of the outstanding shares of each class of another domestic corporation or corporations may either merge...
• 906 - Effect of Merger or Consolidation.
  (a) Upon the filing of the certificate of merger or consolidation by the department of state or on such date subsequent thereto, not to exceed...
• 907 - 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...
• 908 - Guarantee Authorized by Shareholders.
  A guarantee may be given by a corporation, although not in furtherance of its corporate purposes, when authorized at a meeting of shareholders by two-thirds...
• 909 - Sale, Lease, Exchange or Other Disposition of Assets.
  (a) A sale, lease, exchange or other disposition of all or substantially all the assets of a corporation, if not made in the usual or...
• 910 - Right of Shareholder to Receive Payment for Shares Upon Merger or Consolidation, or Sale, Lease, Exchange or Other Disposition of Assets, or Share Exc
  910. Right of shareholder to receive payment for shares upon merger or consolidation, or sale, lease, exchange or other disposition of assets, or share exchange....
• 911 - Mortgage or Pledge Of, or Security Interest In, Corporate Property.
  The board may authorize any mortgage or pledge of, or the creation of a security interest in, all or any part of the corporate property,...
• 912 - Requirements Relating to Certain Business Combinations.
  (a) For the purposes of this section: (1) "Affiliate" means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled...
• 913 - Share Exchanges.
  (a) (1) Two domestic corporations may, as provided in this section, participate in the consummation of a plan for binding share exchanges. (2) Whenever used...

Last modified: February 3, 2019