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Corporate Mergers (Mergers Between Corporations Only) OBE MERGER-1 - California
| Corporate Mergers (Mergers Between Corporations Only) Form. This is a California form and can be used in Domestic Corporations Corporations Secretary Of State . |
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Changes to California Business Entity Filings effective January 1, 2013 As of January 1, 2013, new legal requirements apply to business entity documents filed with the California Secretary of State's office. Entity and Agent Addresses All formation/registration documents must include the business entity street address and mailing address. All foreign corporation and foreign limited liability company registration documents must include the street address of the principal business office address in California, if one exists. All documents listing an individual person as an agent for service of process must include the agent's California street address. All corporate agents filing a certificate pursuant to California Corporations Code section 1505 must include the California street address where process may be served. A post office box address for an agent for service of process will not be accepted on any document. Future File Date Requests All future file date requests for corporation and limited liability company documents must be included within the document submitted or as an attachment to be made part of the filed document. Corporation and limited liability company documents received before January 1, 2013, with a future file date on or after January 1, 2013, must comply with the entity and agent addresses requirements listed above. This information may be included in an attachment as part of the filed document. Copy Requests The Secretary of State will no longer endorse and certify customer-provided copies. However, a customer who submits documents with a filing fee of $25.00 or more will receive one (1) uncertified copy of the documents for free and, at the time of filing, the free copy may be certified for a $5.00 certification fee. Customers requesting additional copies will be charged $1.00 for the first page and $0.50 for each additional page. Each certified copy requires an additional $5.00 certification fee. Note: While domestic stock and foreign corporations are required to pay a total of $25.00 when filing the required Statement of Information, the total fees include a $20.00 filing fee and a $5.00 disclosure fee. Therefore, customers requesting copies of a Statement of Information (corporation or limited liability company) must include the copy fees described above. SB 1532 - Business Entities Filings (Rev. 11/21/2012) Secretary of State Business Programs Division Business Entities, 1500 11th Street, Sacramento, CA 95814 Corporate Mergers A corporate merger is a combining of corporations in which one of two or more corporations survives. There are several types of mergers with a variety of filing requirements based not only on the number of corporations merging and the type of merger, but also the domicile of the corporations merging and whether or not any foreign (out-of-state) corporations are qualified to transact business in California. There is no way to provide information and sample documents for each set of circumstances. The following definitions and samples contain basic information and requirements for the type of merger identified and are provided as guidelines only. Documents must be drafted in accordance with applicable code sections, dependent upon the particular circumstances of the corporations involved. Due to the complexity of merger transactions, it is recommended that the advice of private legal counsel, specializing in corporate matters, be sought regarding the specific needs of the merging entities. When preparing merger documents, regardless of the type of merger, be sure the corporate name included in the documents is exactly as it appears on the records of the Secretary of State, including corporate ending, if any, punctuation and abbreviations. Prior to filing please verify the status of the corporations being merged, as merger documents cannot be filed on behalf of suspended/forfeited corporations. (California Revenue and Taxation Code sections 23301, 23301.5 and 23775.) The status of the corporation can be checked online on the Secretary of State's California Business Search at kepler.sos.ca.gov. Short Form Merger Certificate of Ownership California Corporations Code section 1110 allows the merger of a subsidiary corporation into the parent by a simplified procedure if the parent owns 100 percent of the outstanding shares of the subsidiary. The merger is accomplished by filing a Certificate of Ownership with the Secretary of State. A sample document follows this discussion. Two or more subsidiary corporations can be merged using a single Certificate of Ownership by adding appropriate statements in the certificate. Either the parent corporation or one or more of the subsidiary corporations can be foreign corporations, whether or not qualified in California, as long as either the parent corporation or at least one of the subsidiary corporations is a California corporation, and the laws of the place of incorporation of the foreign corporation permit a merger to be effected in the manner provided by California Corporations Code section 1110. While California Corporations Code section 1110 also allows a merger of a parent corporation into its subsidiary corporation and allows a merger where the parent corporation owns less than 100 percent, but at least 90 percent of the outstanding shares of each class, the statutory requirements for the filing are more complex. As the number of such filings is few compared to the number of 100 percent owned mergers, a sample of this format is not included in the information provided. For further information, refer to California Corporations Code section 1110. Secretary of State Information MRG/OWN-CORP (Rev. 01/2013) Page 1 of 4 California Secretary of State www.sos.ca.gov/business/be (916) 657-5448 Merger By Agreement of Merger When there is a merger by Agreement of Merger with a California corporation as the survivor, there must be filed a copy of the Agreement of Merger with a separate officers' certificate for the surviving corporation and for each merging corporation. (California Corporations Code sections 173, 1101 and 1103.) The documents should be stapled together with the Agreement of Merger on top followed by the separate officers' certificates for the survivor and for each merging corporation. A sample of an Agreement of Merger and an officers' certificate are included and have been designed to meet minimum statutory requirements in a situation when there is only one class of shares and 100
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