How to Merge New York Corporations

There are plenty of compelling reasons to merge corporations in New York. Consolidating multiple corporations into a single entity can enable you to restructure operations, reduce administrative overhead, and pool teams and resources together.

To stay compliant with New York’s Business Corporation Laws, you’ll need to follow the required steps to complete a corporate merger, which includes keeping an open dialogue with shareholders and board members.

What is a New York Corporate Merger?

A corporate merger combines two or more separate New York corporations into a single entity. The non-surviving corporation ceases to exist, and the surviving business absorbs all its assets, liabilities, and obligations.

New York’s Business Corporation Law (BCL) outlines the steps and documentation required in the process, which includes drafting a formal plan of merger, acquiring shareholder and board approval, and filing the proper documents with the Department of State.

Things can get hectic when you’re restructuring your business. Hire Northwest as your New York registered agent, and we’ll notify you when you get post-merger legal notices, helping you meet state filing deadlines.

Steps to Merging New York Corporations

New York BCL § 904 covers the rules you should follow to avoid time-consuming rejections. Here’s what the corporate merger process looks like:

Step 1. Draft a plan of merger

The process of merging two or more New York corporations begins with outlining the plan for the merger, including the reasons behind it and which entity will remain standing once New York’s Department of State approves the filing. According to New York’s BCL § 902, which covers the requirements for plans of merger or consolidation, this document should include:

• Names of all merging corporations, including original names if changed after incorporation
• The number of existing stock shares of each company, and the class of those shares
• Name of the surviving corporation
• Terms and conditions of the merger
• Proposed amendments to the original certificates of incorporation
• Manner and basis of converting or diluting corporate shares (if applicable)

Double-check every detail of your merger plan and make sure the information on it matches state records by running a free New York business name search. Any inaccurate information can delay your filing and lead to trouble later on.

Step 2. Get shareholder and board approval

You’ll need to obtain approval from your shareholders and board of directors to proceed with a corporate merger. Unless your bylaws specify a different process, a merger is approved by majority shareholder vote.

New York law requires you to provide advance notice of the merger vote to your shareholders, as well as a copy of the plan of merger. Host a shareholder meeting, take detailed notes, and ensure everyone agrees with the consolidation.

Step 3. File a Certificate of Merger

Once all parties agree with your plan of merger, you’ll draft a custom Certificate of Merger to file with the New York Department of State. Make sure your document includes all of the following information:

• Names and date of incorporation for merging and surviving corporations
• A signature on behalf of each company being consolidated
• The name and date of incorporation for any foreign entities registered in New York that are involved in the merger
• Effective date of the merger
• Any necessary amendments to the surviving corporation’s certificate
• A statement confirming merger approval by shareholders

You’ll send this directly to the New York Department of State, Division of Corporations at:

One Commerce Plaza, 99 Washington Avenue

Albany, NY 12231

When you file, you’ll need to include the $60 filing fee in the form of cash, check, or money order. Credit cards can also be used by including a copy of New York’s Credit Card/Debit Card Authorization Form.

Step 4. Notify the IRS and update business records

After receiving approval from the New York Department of State, the corporation that is ceasing to exist must close its tax and financial accounts. This includes closing any bank accounts, canceling or updating business licenses and permits, and notifying the IRS of the structural changes. This is where it’s smart to have legal and accounting help to make sure you’re tying up every loose end.

Seamlessly Merging your New York Corporations

While it may seem complicated at first glance, merging multiple corporations in New York comes down to following procedure and making certain that your i’s are dotted and t’s crossed. Plan your merger well, get the required approval from the voting parties within your company, and double-check your work along the way. And when in doubt, don’t hesitate to call in professional help. Future you will thank you for making your corporate merger a smooth and seamless process.