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Certificate Of Merger 551 - Ohio
| Certificate Of Merger Form. This is a Ohio form and can be used in Mergers And Consolidations Secretary Of State . |
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Form 551 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 Certificate of Merger Filing Fee: $125 (154-MER) In accordance with the requirements of Ohio law, the undersigned corporations, banks, savings banks, savings and loan associations, limited liability companies, partnerships, limited partnerships and/or limited liability partnerships, desiring to effect a merger, set forth the following facts I. (Surviving) Entity A. Name of Entity Surviving the Merger B. Name Change: As a result of this merger, the name of the surviving entity has changed to the following (Complete only if name of surviving entity is changing through the merger) C. The surviving entity is a (Please check the appropriate box and fill in the appropriate blanks) 1. Domestic (Ohio entity) Foreign (Non-Ohio Entity) Jurisdiction of formation 2. Charter/Registration/License Number (If licensed in Ohio as domestic or foreign) 3. For-Profit Corporation Nonprofit Corporation For-Profit Limited Liability Company Nonprofit Limited Liability Company Partnership Limited Partnership Limited Liability Partnership Form 551 Page 1 of 6 Last Revised: 2/6/12 American LegalNet, Inc. www.FormsWorkFlow.com II. CONSTITUENT ENTITY Provide the name, Ohio charter/license/registration number, type of entity, jurisdiction of formation, for each entity merging out of existence. (If this is insufficient space to reflect all merging entities, please attach a separate sheet listing the additional merging entities). Entity Name Ohio Charter/License/ Registration Number Jurisdiction of Formation Type of Entity III. MERGER AGREEMENT ON FILE The name and mailing address of the person or entity from whom/which eligible persons may obtain a copy of the merger agreement upon written request Name Mailing Address City State Zip Code IV. EFFECTIVE DATE OF MERGER This merger is to be effective on (The date specified must be on or after the date of the filing. If no date is specified, the date of filing will be the effective date of the merger). V. MERGER AUTHORIZED Each constituent entity has complied with the laws under which it exists and the laws permit the merger. The agreement of merger is authorized on behalf of each constituent entity and each person who signed the certificate on behalf of each entity is authorized to do so. Form 551 Page 2 of 6 Last Revised: 2/6/12 American LegalNet, Inc. www.FormsWorkFlow.com VI. STATEMENT OF MERGER Upon filing this Certificate of Merger, or upon such later date as specified herein, the merging entity/entities listed herein shall merge into the listed surviving entity. VII. STATUTORY AGENT - To be filed ONLY if the surviving entity is a foreign entity not licensed in Ohio. If the surviving entity is a foreign entity NOT licensed to transact business in Ohio, provide the name and address of a statutory agent upon whom any process, notice or demand may be served. Name Mailing Address Ohio Zip Code State City Note: The statutory agent must be an Ohio resident; an Ohio corporation; or a foreign corporation licensed to do business in Ohio and has an Ohio address. VIII. AMENDMENTS If a domestic corporation, limited liability company or limited partnership survives the merger, any amendments to the entity's articles of incorporation, articles of organization, or certificate of limited partnership of the surviving domestic entity shall be filed with the certificate of merger. Amendments are attached No Amendments IX. REQUIREMENTS OF CORPORATIONS MERGING OUT OF EXISTENCE If a domestic corporation or foreign corporation licensed to transact business in Ohio is a constituent entity and the surviving entity is not a domestic corporation or foreign corporation to be licensed in Ohio, the certificate of merger must be accompanied by the affidavits, receipts, certificates, or other evidence required by division (H) of section 1701.86 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 constituent corporation licensed to transact business in Ohio. X. QUALIFICATION OR LICENSE OF FOREIGN SURVIVING ENTITY A surviving foreign entity that wishes to qualify in Ohio as part of the merger must file an additional form, as listed below, but no additional filing fee is required. Foreign Qualifying Corporation Form 530A or B and 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 Limited Liability Partnership Form 537 and Evidence of Existence in Jurisdiction of Formation Form 551 Page 3 of 6 Last Revised: 2/6/12 American LegalNet, Inc. www.FormsWorkFlow.com The undersigned constituent entities (constituent entities include all merging and surviving entities) have caused this certificate of merger to be signed by their duly authorized officers, partners and representatives on the date(s) stated below Name of entity By: Signature Its: Title Name of entity By: Signature Its: Title Name of entity By: Signature Its: Title An authorized representative of each constituent corporation, partnership, or entity must sign the merger certificate (ORC 1701.81(A), 1702.43 (A), 1705.38(A), 1776.70(A), 1782.433(A)). this includes all merging and surviving entities. Form 551 Page 4 of 6 Last Revised: 2/6/12 American LegalNet, Inc. www.FormsWorkFlow.com AFFIDAVIT RELEASES FROM VARIOUS GOVERNMENTAL AUTHORITIES Exact Name of Corporation If a foreign or domestic corporation licensed to transact business in Ohio is a constituent entity, the certificate of merger must be accompanied by the affidavits, receipts, certificates, or other evidence as required by Ohio law, unless the surviving entity is a corporation licensed in Ohio. Agency Ohio Department of Taxation Dissolution Section 4485 Northland Ridge Blvd. Columbus, Ohio 43229 Date Notified Agency Ohio Job & Family Services Status and Liab
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