3 White, New York Business Entities P B904.01

Summary

The BCL, as does the Model Act,1 distinguishes between the plan and the certificate of merger or consolidation. Unlike the Model Act, however, the BCL does not require the plan to be included in its entirety in the certificate. Statements required by § 902(a)(3) are specifically not required in the certificate under the provisions of § 904(a)(1). Thus, the methods for conversion of securities are not necessary to the certificate. Only those statements dealing with the names of the constituent corporations and the surviving or new corporation, the shares and voting rights in each constituent, provisions for abandonment, and amendments to or required provisions in a certificate of incorporation must be...