The New York Certificate of Merger Cover Sheet is a document that must be filed as part of a merger or consolidation of a business in the state of New York. It is required by the Department of State and must be filed with the Articles of Merger or Consolidation. The cover sheet includes information such as the names of the merging or consolidating entities, the date of the merger or consolidation, the jurisdiction of each entity, and the name and address of the registered agent. There are two types of New York Certificate of Merger Cover Sheets: one for domestic entities and one for foreign entities. The cover sheet must be signed by an officer of the company and must be accompanied by a filing fee.
New York Certificate of Merger Cover Sheet
State:
New York
Control #:
NY-DOS-100
Format:
PDF
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Certificate of Merger Cover Sheet
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Law § 306. Section 306 - Service of process (a) Service of process on a registered agent may be made in the manner provided by law for the service of a summons, as if the registered agent was a defendant.
(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).
§ 404. Approvals, notices and consents. (a) Every certificate of incorporation which includes among its purposes the formation of a trade or business association shall have endorsed thereon or annexed thereto the consent of the attorney-general.
Section 912 of the NYBCL generally provides that a New York corporation may not engage in a business combination with an interested stockholder for a period of five years following the interested stockholder's becoming such.
The completed Certificate of Merger, together with the filing fee of $60, should be forwarded to: New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
A Certificate of Merger is a legal document that is required in most states. The Certificate recites the terms of the deal between the companies and specifically describes the transaction and its effects on the debts, liabilities, properties and rights of the combined company.
Section 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 corporations; or (2) Consolidate into a single corporation which shall be a new corporation to be formed pursuant to the
Section 1003 of the New York State Limited Liability Company Law permits the merger or consolidation of limited liability companies with other limited liability companies and/or other business entities.