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How to file a Certificate of Merger in New York

A complete guideline to file a certificate of Merger in New York?
 
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Category : > Merger or Consolidate Your Business
Posted On : Thu Mar 09th,2017

 
A complete guideline to file a certificate of Merger in New York?
 

What is the difference between a merger and a consolidation?

  • What is the Merger-A business entity's merger is a process of bonding two corporations into one. For example: Entity "A" merges into entity "B" and the entity "B" will be recognized a surviving entity.
  • What is the Consolidation?- It is a process of combining two or more entities into one. For example: corporation "A" and corporation"B" combines into a new corporation "C".

Does a New York State allow a merger of a corporation is registered in different states?.

Yes, as long as a foreign state entity, allowing to merge into an out-of-state entity.

Can corporations merge if they have completely separate purposes and activities?

Broadly, the functions and activities of the merging corporations should be standardized and compatible, but it is not required.

Can a non profit corporation merge with a business corporation?

It is possible only under special conditions.  A not-for-profit corporation may merge or consolidate into a business corporation, but only if the not-for-profit corporation is a Type A or Type C corporation.

Do Type A corporations require court approval for mergers?

No, but the mergers of Type A trade associations may require the approval from the state.

What would be the legal effects of Merger or Consolidation?

  • In the case of a merger, the certificate of incorporation of the surviving corporation is automatically amended to the extent, if any, that changes in its certificate of incorporation are set forth in the plan of merger and the certificate of merger.
  • In the case of a consolidation, the statements set forth in the certificate of consolidation and which are required or permitted to be set forth in a certificate of incorporation of a not-for-profit corporation formed under the N-PCL constitute the certificate of incorporation of the consolidated corporation.

What N-PCL stands for?
Not-for-Profit Corporation Law (“N-PCL”).

Does N-PCL covers Mergers of Domestic & Foreign Corporations?

Yes, N-PCL also covers mergers and consolidations in which one or more of the principal corporations or the surviving corporation is a foreign corporation. With respect to procedure, letting in the necessity of approval by members, each New York corporation must obey with the commissariat of the N-PCL relating to the amalgamation or consolidation of domestic corporations, and each foreign corporation must comply with the laws of the jurisdiction under which it is contained.

Can a religious Corporation Merge with Not-for-Profit Corporations?

Yes, A corporation formed under the Religious Corporations Law (RCL) may conglomerate with another Not-for-profit corporation with religious aims. Each constituent corporation must comply with the procedures applicable to mergers of not-for-profit corporations.

What is the fee of a "Certificate of Merger"?

The certificate must be submitted with a $60 filing fee made payable to the Department of State.

What is the turn around time to process merger in New York?

Generally, It takes five to seven working days.

  


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