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 § 906 (2026)

Effect of merger or consolidation

✓ text as retrieved May 2026 (this copy records no edition or section history)
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§ 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 thirty days, as shall be set forth in such certificate, the
merger or consolidation shall be effected.
  (b) When such merger or consolidation has been effected:
  (1) Such surviving or consolidated corporation shall thereafter,
consistently with its certificate of incorporation as altered or
established by the merger or consolidation, possess all the rights,
privileges, immunities, powers and purposes of each of the constituent
corporations.
  (2) All the property, real and personal, including subscriptions to
shares, causes of action and every other asset of each of the
constituent entities, shall vest in such surviving or consolidated
corporation without further act or deed.
  (3) The surviving or consolidated corporation shall assume and be
liable for all the liabilities, obligations and penalties of each of the
constituent entities.  No liability or obligation due or to become due,
claim or demand for any cause existing against any such constituent
entity, or any shareholder, member, officer or director thereof, shall
be released or impaired by such merger or consolidation. No action or
proceeding, whether civil or criminal, then pending by or against any
such constituent entity, or any shareholder, member, officer or director
thereof, shall abate or be discontinued by such merger or consolidation,
but may be enforced, prosecuted, settled or compromised as if such
merger or consolidation had not occurred, or such surviving or
consolidated corporation may be substituted in such action or special
proceeding in place of any constituent entity.
  (4) In the case of a merger, the certificate of incorporation of the
surviving corporation shall be automatically amended to the extent, if
any, that changes in its certificate of incorporation are set forth in
the plan of merger; and, 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
corporation formed under this chapter shall be its certificate of
incorporation.
Notes of Decisions
Cited in 23 cases (1 in the last 5 years), 1974–2022 · leading case: People v. Grasso, 54 A.D.3d 180 (N.Y. App. Div. 1st Dep't 2008).
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People v. Grasso, 54 A.D.3d 180 (N.Y. App. Div. 1st Dep't 2008). · cites it 13× “Rather, Business Corporation Law § 906 (b) (3), which, by virtue of N-PCL 908 (i) (A) and (B) is applicable to conversions of not-for-profit into for-profit entities like that of the Exchange into NYSE LLC, provides that pending actions “may be enforced, prosecuted, settled or…”
Citimortgage, Inc. v. Espinal, 134 A.D.3d 876 (N.Y. App. Div. 2d Dep't 2015). “Contrary to the appellant’s contention, the mortgage was not invalid merely because it was issued in the name of a corporation which no longer existed in its own right, since a dissolved corporation has the authority to discharge all its contracts, and collect all its assets…”
Ctr. v. Hampton Affiliates, Inc., 488 N.E.2d 828 (N.Y. 1985). “Defendants’ contention that plaintiff lacks standing to maintain his derivative causes of action on behalf of the corporation cannot be conclusively determined at this time (see, Business Corporation Law § 626 [a]). If plaintiff is ultimately successful in this action for…”
Bronzaft v. Caporali, 162 Misc. 2d 281 (N.Y. Sup. Ct. 1994). · cites it 6× “Plaintiffs maintain that a shareholder’s standing to assert a derivative claim subsequent to a cash-out merger survives, and is preserved by Business Corporation Law § 906 (b) (3). Business Corporation Law § 626 in addressing shareholder status in derivative actions provides in…”
Preston, Tracy v. Apch, Inc., 89 A.D.3d 65 (N.Y. App. Div. 4th Dep't 2011). · cites it 2× “” Indeed, Business Corporation Law § 906, entitled “Effect of merger or consolidation,” contains language indicating that a merger is not accomplished absent the filing of the certificate of merger with the Department of State, to wit: “Upon the filing of the certificate of…”
Matapos Tech. Ltd. v. Compania Andina de Comercio Ltda, 68 A.D.3d 672 (N.Y. App. Div. 1st Dep't 2009). “The surviving corporation had the power to make that assignment (see Business Corporation Law § 906 [b]; Del Code Ann, tit 8, § 259 [a]).”
Maryland Cas. Co. v. W.R. Grace & Co., 794 F. Supp. 1206 (S.D.N.Y. 1991). “New York's merger statute, Business Corporation Law § 906(b)(2) (McKinney 1986), provides that upon merger, ”[a]ll the property, real and personal, including subscriptions to shares, causes of action and every other asset of each of the constituent corporations, shall vest in…”
Zarzycki v. Lan Metal Prods. Corp., 62 A.D.3d 788 (N.Y. App. Div. 2d Dep't 2009). “, 105 AD2d 273, 276 [1984]; see Business Corporation Law § 906), nor is it entitled to “acquire rights by contract or otherwise, incur debts or other liabilities either in contract or tort, [or] sue or be sued” (Kiamesha Dev.”
Saldivar v. I.J. White Corp., 9 A.D.3d 357 (N.Y. App. Div. 2d Dep't 2004). “White. On this record, Breakfast failed to establish that it formally merged into the injured plaintiffs employer (and therefore had ceased to exist) prior to the date of the accident (see Business Corporation Law § 906 [a]; Holmberg v Attractions Land, 230 AD2d 362, 364-365…”
Maline v. City of Utica, 267 A.D.2d 1022 (N.Y. App. Div. 4th Dep't 1999). · cites it 2× “As a result of the merger, Keene became the owner of all real and personal property (see, Business Corporation Law § 906 [b] [2]) and assumed all its “liabilities, obligations and penalties” (Business Corporation Law § 906 [b] [3]).”
Thomas v. Duralite Co., 386 F. Supp. 698 (D.N.J. 1974). “N.Y.Business Corp.Law § 906(b) (3) (McKinney’s Consol.”
Brentsun Realty Corp. v. D'Urso Supermarkets, Inc., 182 A.D.2d 604 (N.Y. App. Div. 2d Dep't 1992). “We find Brentsun’s contention to be without merit and modify the order to declare that the appellant and its subsidiary BPFC did not breach the nonassignment clause of the lease.”
Show all 23 citing cases →
N.Y. Business Corporation Law § 906(b): 1 case
Thomas v. Duralite Co., 386 F. Supp. 698 (D.N.J. 1974). “N.Y.Business Corp.Law § 906(b) (3) (McKinney’s Consol.”
N.Y. Business Corporation Law § 906(b)(2): 1 case
Maryland Cas. Co. v. W.R. Grace & Co., 794 F. Supp. 1206 (S.D.N.Y. 1991). “New York's merger statute, Business Corporation Law § 906(b)(2) (McKinney 1986), provides that upon merger, ”[a]ll the property, real and personal, including subscriptions to shares, causes of action and every other asset of each of the constituent corporations, shall vest in…”
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