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Certificate Of Merger Or Consolidation For Use By Domestic Nonprofit Corporations 550 - Michigan
| Certificate Of Merger Or Consolidation For Use By Domestic Nonprofit Corporations Form. This is a Michigan form and can be used in Corporations Corporation Division Secretary Of State . |
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BCS/CD-550 (Rev. 04/11) MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS BUREAU OF COMMERCIAL SERVICES Date Received (FOR BUREAU USE ONLY) This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document. Name Address City State ZIP Code EFFECTIVE DATE: Document will be returned to the name and address you enter above. If left blank, document will be returned to the registered office. CERTIFICATE OF MERGER/CONSOLIDATION For use by Domestic Nonprofit Corporations (Please read information and instructions on the last page) Pursuant to the provisions of Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporations execute the following Certificate: 1. The Plan of Merger (Consolidation) is as follows: a. The name of each constituent corporation and its identification number is: b. The name of the surviving (new) corporation and its identification number is: c. For each constituent stock corporation, state: Designation and number of outstanding shares of each class Indicate classes of shares entitled to vote Indicate each class, if any, entitled to vote as a class Name of corporation If the number of shares is subject to change prior to the effective date of the merger or consolidation, the manner in which the change may occur is as follows: American LegalNet, Inc. www.FormsWorkFlow.com 2. a) For each corporation organized on a membership basis, state (a) the name of the corporation, (b) a description of its members, and (c) the number, classification and voting rights of its members. b) For each corporation organized on a directorship basis, state (a) the name of the corporation, (b) a description of the organization of its board, and (c) the number, classification and voting rights of its directors. c) State the terms and conditions of the proposed merger or consolidation. Include the manner and basis of converting the shares of, or membership or other interests in, each constituent corporation into shares, bonds, or other securities of, or membership of other interest in, the surviving or consolidated corporation, or into cash or other consideration. d) If a consolidation, the Articles of Incorporation of the consolidated corporation are attached to this Certificate and are incorporated herein. If a merger, the amendments to the Articles, or a restatement of the Articles, of the surviving corporation to be effected by the merger are as follows: e) Other provisions with respect to the merger (consolidation) are as follows: 3. The corporation has complied with the applicable provisions of the law of the jurisdiction where it is organized. 4. (Complete only if an effective date is desired other than the date of filing. The date must be no more than 90 days after receipt of this document in this office.) The merger (consolidation) shall be effective on the day of , American LegalNet, Inc. www.FormsWorkFlow.com 5. The Plan of Merger or consolidation was approved by: the Board of Directors and shareholders or members of the following Michigan corporation(s) in accordance with Sections 701 and 703(1) and (2) of the Act: the Board of Directors of the following Michigan Corporation(s) organized on a directorship basis in accordance with Section 703(3) of the Act: By (Signature of President, Vice-president, Chairperson or Vice-Chairperson) By (Signature of President, Vice-president, Chairperson or Vice-Chairperson) (Type or Print Name and Title) (Type or Print Name and Title) (Name of Corporation) (Name of Corporation) American LegalNet, Inc. www.FormsWorkFlow.com BCS/CD-550 (Rev. 04/11) Preparer's Name Business telephone number ( ) INFORMATION AND INSTRUCTIONS 1. The merger/consolidation cannot be filed until this form, or a comparable document, is submitted. 2. Submit one original of this document. Upon filing, the document will be added to the records of the Bureau of Commercial Services. The original will be returned to your registered office address, unless you enter a different address in the box on the front of this document. Since this document will be maintained on electronic format, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected. 3. The Certificate is to be used pursuant to sections 701 through 707 of Act 162, P.A. of 1982, for the purpose of merging or consolidating two or more domestic and/or foreign corporations and pursuant to Section 731 or 736 if the merger or consolidation involves one or more foreign corporations. 4. If more than two corporations are merging or consolidating, the Certificate may be adjusted as necessary, or the format may be used as a guide in drafting your own certificate. If additional space is required for any section, continue the section on an attachment. 5. Item 4 - This document is effective on the date endorsed "Filed" by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated. 6. A consent to the merger, or a written statement that the consent is not required, must be obtained from the Consumer Protection and Charitable Trusts Division, Michigan Attorney General, P.O. Box 30214, 525 West Ottawa, Lansing, MI 48909 (517) 373-1152 and submitted for all nonprofit charitable purpose corporations merging or consolidating into a for profit corporation or a foreign nonprofit corporation that does not have a Michigan certificate of authority. Application for the consent should be made at least 45 days before the desired effective date of the merger. If the consent or written statement is not submitted with the document, it will be returned to the submitter and our files closed. 7. This Certificate must be signed by the president, vice-president, chairperson or vice-chairperson of each domestic corporation that is merging or consolidating. 8. NONREFUNDABLE FEE: Make remittance payable to the State of Michigan. Include corporation name and identification number on check or money order. This fee must be remitted for each domestic corporation involved in the merger.............................................................................................................................................................................$50.00 Consolidation - Organization fees are required for the Articles of Incorporation of the new consolidated domestic corporation. Submit with check or money order by mail: Michigan Department o
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