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Certificate Of Consolidation 550 - Ohio
| Certificate Of Consolidation Form. This is a Ohio form and can be used in Mergers And Consolidations Secretary Of State . |
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Form 550 Prescribed by the: Ohio Secretary of State Central Ohio: (614) 466-3910 Toll Free: (877) SOS-FILE (767-3453) www.OhioSecretaryofState.gov Busserv@OhioSecretaryofState.gov Mail this form to one of the following: Regular Filing (non expedite) P.O. Box 788 Columbus, OH 43216 Expedite Filing (Two-business day processing time requires an additional $100.00). P.O. Box 1390 Columbus, OH 43216 Certification of Consolidation Filing Fee: $125 (134-CONS) In accordance with the requirements of Ohio law, the undersigned corporations, limited liability companies and/or limited partnerships, desiring to effect a consolidation, set forth the following facts: I. New Entity Created by Consolidation A. The name of the entity created by the consolidation is: B. The entity created by the consolidation is a: 1. Domestic (Ohio entity) Foreign (Non-Ohio Entity) Jurisdiction of formation 2. For-Profit Corporation Nonprofit Corporation For-Profit Limited Liability Company Nonprofit Limited Liability Company Partnership Limited Partnership Limited Liability Partnership Form 550 Page 1 of 7 Last Revised: 2/6/12 American LegalNet, Inc. www.FormsWorkFlow.com II. Consolidating Entities Please provide the name, charter/license/registration number, jurisdiction of formation, and the type of entity for each entity (other than the new entity) which is a party to the consolidation. Entity Name Charter / License/ Registration Number Jurisdiction of Formation Type of Entity III. Consolidation Agreement on File Provide the name and mailing address of the person or entity from whom/which eligible persons may obtain a copy of the agreement of consolidation upon written request. Name Mailing Address City State Zip Code IV. Effective Date of Consolidation This consolidation is to be effective on (The date must be on or after the date of filing. If no effective date is specified, the date of filing will be the effective date of the consolidation.) V. Consolidation Authorized The laws of the jurisdiction under which each constituent entity exists, permits this consolidation. This consolidation was adopted, approved and authorized by each of the constituent entities in compliance with the laws of the jurisdiction under which it is formed, and the persons signing this certificate on behalf of each of the constituent entities are duly authorized to do so. Form 550 Page 2 of 7 Last Revised: 2/6/12 American LegalNet, Inc. www.FormsWorkFlow.com VI. Statutory Agent Provide the name and address of the statutory agent upon whom any process, notice or demand against any constituent entity and the new entity may be served. Name Mailing Address Ohio City State Zip Code If the new entity is a partnership, domestic corporation, domestic limited liability company or domestic limited partnership, then the agent must accept his or her appointment by signing below. The undersigned, named herein as the statutory agent upon whom service of process against any constituent entity or the new entity may be served, hereby acknowledges and accepts the appointment of statutory agent. Individual agent's signature/signature on behalf of corporate agent If the agent is an individual using a P.O. Box, the agent must check the box to confirm that he or she is an Ohio resident. VII. Service Upon the Secretary of State (Foreign) The newly created foreign corporation, foreign limited liability company or foreign limited partnership consents to service of process on the statutory agent listed above as long as the authority of the agent continues, and to service of process upon the Secretary of State if (1) the agent cannot be found; (2) if the partnership, corporation, limited liability company or limited partnership fails to designate another agent when required to do so; or (3) if the corporation's limited liability company's, or limited partnership's license or registration to do business in Ohio expires or is cancelled. VIII. Statement of Consolidation Upon filing, or upon such later date as specified herein, the consolidating entities listed herein shall consolidate to form the listed new entity. IX. Additional Filing Requirements for New Domestic Entities In the case of a consolidation into a new domestic corporation, limited liability company, or limited partnership, the articles of incorporation, articles of organization or the certificate of limited partnership of the new domestic entity must be filed with the certificate of consolidation. Form 550 Page 3 of 7 Last Revised: 2/6/12 American LegalNet, Inc. www.FormsWorkFlow.com X. Additional Filing Requirements of Corporations Consolidating Out of Existence If a domestic corporation or foreign corporation licensed to transact business in Ohio is a constituent entity and the new entity is not a domestic corporation or foreign corporation to be licensed to in Ohio, the certificate of consolidation must be accompanied by the affidavits, receipts, certificates, or other evidence required by division (H) of section 1701.86, or division (G) of section 1702.47 of the Revised Code, with respect to each domestic constituent corporation, and/or by the affidavits, receipts, certificates, or other evidence required by division (C) or (D) of section 1703.17 of the Revised Code, with respect to each foreign corporation licensed to transact business in this state. XI. Qualification or Licensure of New Foreign Entity A New foreign entity that wishes to qualify in Ohio as part of the consolidation must file an additional form, as listed below, but no additional filing fee is required. Foreign Qualifying Corporation - Form 530A or B and a Certificate of Good Standing Foreign Notice (if qualifying entity is a foreign bank, savings bank, or savings and loan association) - Form 552 Foreign Qualifying Limited Liability Company - Form 533B Foreign Qualifying Limited Partnership - Form 531B Foreign Qualifying Liability Partnership - Form 537 and Evidence of Existence from Jurisdiction of Formation Form 550 Page 4 of 7 Last Revised: 2/6/12 American LegalNet, Inc. www.FormsWorkFlow.com The undersigned constituent entities (constituent entity includes all consolidating entities and new entity) have caused this certificate of consolidation to be signed by their duly authorized officers, partners and/or representatives on the date(s) stated below. By signing and submitting this form to the Ohio Secretary of State, the undersigned hereby certifies that he or she has the requisite authority to execute this document on
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