N.Y. R.R. Law § 141
With the consent and approval of the commissioner of transportation pursuant to section one hundred eighty-eight of the transportation law, a railroad corporation all of whose outstanding shares of each class are owned by a corporation, domestic or foreign, which has as its purpose or among its purposes a purpose for which a corporation may be formed under the business corporation law, may merge into or consolidate with such owning corporation, following the procedure and with the effect set out in article nine of the business corporation law; provided, however, that upon such merger or consolidation the surviving or consolidated corporation, if a domestic corporation, shall not possess any of the rights, privileges, immunities, powers and purposes of such railroad corporation which could not be lawfully possessed by a corporation formed under the business corporation law.
N.Y. R.R. Law § 141