N.Y. Laws » CHAPTER Business Corporation / ARTICLE Merger or Consolidation; Guarantee; Disposition of Assets; Share Exchanges
New York Consolidated Laws

N.Y. Business Corporation Law § 904 (2026)

Certificate of merger or consolidation; contents

✓ current as of May 2026
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§ 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 abandoned in accordance with paragraph (b) of section
903 (Authorization by shareholders), a certificate of merger or
consolidation, entitled "Certificate of merger (or consolidation) of
......and ..... into ..... (names of corporations) under section 904 of
the Business 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.
  (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.
Notes of Decisions
Cited in 3 cases, 2001–2019 · leading case: Preston, Tracy v. Apch, Inc., 89 A.D.3d 65 (N.Y. App. Div. 2011).
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Preston, Tracy v. Apch, Inc., 89 A.D.3d 65 (N.Y. App. Div. 2011). “In addition to requiring that a “certificate of merger” must be filed with the Department of State once the constituent corporations agree upon a merger plan (see § 904 [a]), however, Business Corporation Law § 904 (b) further requires the surviving corporation to “cause a copy…”
A. Servidone, Inc. v. Bridge Tech., L. L. C., 280 A.D.2d 827 (N.Y. App. Div. 2001). “First, in the absence of proof in the record of a merger (see, Business Corporation Law § 904; Limited Liability Company Law § 1003; cf.”
Citimortgage, Inc. v. Borek, 2019 NY Slip Op 2670 (N.Y. App. Div. 2019). “v Espinal , 134 AD3d 876, 880 ; Business Corporation Law §§ 904, 906[b]; 907[d]).”
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