To file a Certificate of Merger in New York, the boards of each merging corporation adopt a written plan of merger, shareholders approve it by the vote their certificate of incorporation requires, and the surviving corporation then files a Certificate of Merger with the New York Department of State for a $60 fee. The merger takes effect the moment the certificate is filed, unless the certificate names a later date.
Adopt a Written Plan of Merger
Every New York merger starts with a plan. The plan sets out how shares of each constituent corporation convert into shares or cash of the surviving entity, what happens to the surviving corporation’s certificate of incorporation, and any other terms the boards have negotiated. The board of directors of each merging corporation must formally adopt the plan before it can go to shareholders.
Get the Right Shareholder Vote
The required shareholder vote depends on when the corporation was formed and what its certificate of incorporation says. Corporations whose certificates expressly provide for majority approval, and corporations formed after the relevant effective date of the statute, need only a majority of the votes of shares entitled to vote. Older corporations without such a provision need two-thirds of all outstanding shares entitled to vote.1New York State Senate. New York Business Corporation Law 903 – Authorization by Shareholders
If the merger would alter the rights of a particular class or series of stock, holders of that class or series also get a separate class vote. Check which standard applies before scheduling the shareholder meeting; getting it wrong forces a do-over.
Handle Dissenting Shareholders Before You File
Shareholders who oppose the merger have appraisal rights under BCL Section 623. A dissenting shareholder can demand to be paid the fair value of their shares instead of accepting what the merger plan offers, and the deadlines are strict.
The shareholder must file a written objection with the corporation before the shareholder meeting where the vote takes place, and must file a written election to dissent and demand fair value within 20 days after receiving notice of the meeting. Missing either step generally waives the right. If the corporation and the shareholder cannot agree on fair value, either side can petition a court to set the price. Build time and budget for this before you set a closing date, especially if minority shareholders are likely to view the consideration as low.
Prepare and File the Certificate of Merger
Once shareholders approve the plan, the surviving corporation prepares the Certificate of Merger and files it with the New York Department of State. The certificate identifies the merging entities, states the effective date, and includes any amendments to the surviving corporation’s certificate of incorporation that the plan calls for.2New York State Senate. New York Business Corporation Law 904 – Certificate of Merger or Consolidation; Contents
The standard filing fee is $60.3Department of State. Certificate of Merger for Domestic and Foreign Business Corporations If the deal is on a tight timeline, the Department of State offers expedited processing on top of the base fee:
- $25 for 24-hour turnaround
- $75 for same-day
- $150 for two-hour service
The merger takes effect the moment the certificate is filed, unless the certificate specifies a later effective date. LLCs merging in New York follow a parallel process with the same $60 filing fee.4Department of State. Certificate of Merger for Domestic and Foreign Limited Liability Companies
What Filing the Certificate Actually Does
Acceptance by the Department of State is not a formality. The moment the Certificate of Merger is filed, the surviving corporation absorbs everything the constituent entities had: all property, contract rights, and causes of action vest in the survivor automatically, without any separate transfer documents.5New York State Senate. New York Business Corporation Law 906 – Effect of Merger or Consolidation
The flip side is just as absolute. The surviving corporation assumes every liability, obligation, and penalty of each constituent entity. Pending lawsuits continue as if the merger never happened, with the surviving entity substituted in as a party. This is why thorough due diligence belongs before signing, not after filing. Undisclosed litigation, environmental cleanup obligations, and unresolved tax assessments become the surviving entity’s problem the instant the certificate is accepted. Mergers can also trigger change-of-control clauses in employment agreements, vendor contracts, and loan documents, accelerating option vesting or activating executive payouts.
What the State Filing Does Not Cover
Filing the Certificate of Merger completes the state-law formation step. It does not satisfy the other federal and state obligations a merger can trigger, and treating it as if it did is how deals run into trouble after closing.
Federal Antitrust Clearance
Mergers above a dollar threshold must clear federal antitrust review before closing. The Hart-Scott-Rodino Antitrust Improvements Act requires both parties to file pre-merger notifications with the Federal Trade Commission and the Department of Justice and observe a waiting period while the agencies evaluate competitive effects.6Federal Trade Commission. Premerger Notification Program For 2026, the reporting threshold is $133.9 million in transaction value, up from $126.4 million the prior year.7Federal Trade Commission. FTC Announces 2026 Update of Jurisdictional and Fee Thresholds for Premerger Notification Filings Filing fees are tiered by deal size and start at $35,000. The New York Attorney General’s office may separately review the deal under state antitrust law.
SEC Disclosure for Public Companies
If either party is a publicly traded company, the surviving corporation must file a Form 8-K with the Securities and Exchange Commission within four business days of closing to disclose the completion of the acquisition. Depending on deal size, financial statements of the acquired business may also be required.8U.S. Securities and Exchange Commission. Form 8-K New York’s Martin Act separately gives the state Attorney General broad authority over securities-related disclosures in connection with the deal, without a requirement to prove fraudulent intent.
Workforce Notice
If the merger will produce layoffs, the federal WARN Act requires employers with 100 or more full-time employees to give at least 60 days’ notice before a mass layoff affecting 50 or more workers who make up at least one-third of the workforce, or 500 or more workers regardless of percentage.9Legal Information Institute (LII) / Cornell Law School. Mass Layoff New York’s WARN Act is stricter: it covers employers with 50 or more employees and requires 90 days’ notice. Missed notice converts into back pay and benefits for each day of the violation.
Tax Follow-Through
The surviving corporation keeps paying New York’s franchise tax under Article 9-A and may need to file combined returns for the tax year of the merger.10Justia Law. New York Tax Law Article 9-A – Franchise Tax on Business Corporations The survivor keeps its existing Employer Identification Number; a brand-new corporation created through consolidation, rather than absorption, must apply for a new EIN.11Internal Revenue Service. When to Get a New EIN
IP and Data
Intellectual property vests in the surviving corporation automatically under BCL 906, but trademark, patent, and copyright registrations should be updated with the USPTO and the U.S. Copyright Office to reflect new ownership. Trademark assignments filed online through the USPTO Assignment Center are typically recorded within about a week; paper filings take roughly 20 days.12United States Patent and Trademark Office. Trademark Assignments: Transferring Ownership or Changing Your Name The surviving entity also inherits data holdings covered by New York’s SHIELD Act and must extend its administrative, technical, and physical safeguards over the combined data set.13New York State Attorney General. Stop Hacks and Improve Electronic Data Security Act (SHIELD Act)