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Certificate Of Merger For Use By Parent And Subsidiary Profit Corps 551 - Michigan
| Certificate Of Merger For Use By Parent And Subsidiary Profit Corps Form. This is a Michigan form and can be used in Corporations Corporation Division Secretary Of State . |
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BCS/CD-551 (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: Expiration date for new assumed names: December 31, Expiration date for transferred assumed names appear in Item 6 Document will be returned to the name and address you enter above. If left blank document will be mailed to the registered office. CERTIFICATE OF MERGER For use by Parent and Subsidiary Profit Corporations (Please read information and instructions on the last page) Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned corporation executes the following Certificate: 1. a. The name of each constituent corporation and its identification number is: b. The name of the surviving corporation and its identification number is: c. For each subsidiary corporation, state: Name of corporation Number of outstanding shares in each class Number of shares owned by the parent corporation in each class American LegalNet, Inc. www.FormsWorkFlow.com d. The manner and basis of converting the shares of each constituent corporation is as follows: e. The amendments to the Articles or a Restatement of the Articles of Incorporation of the surviving corporation to be effected by the merger are as follows: f. Other provisions with respect to the merger are as follows: American LegalNet, Inc. www.FormsWorkFlow.com 2. The merger is permitted by the state or country under whose law it is incorporated and each foreign corporation has complied with that law in effecting the merger. 3. (Delete if not applicable) The consent to the merger by the shareholders of the subsidiary corporation was obtained pursuant to its Articles of Incorporation. (Such consent is necessary if the Articles of Incorporation require approval of the merger by the vote of the holders of more than the percentage of the shares owned by the parent corporation.) 4. (Delete if not applicable) The consent to the merger by the shareholders of the parent corporation was obtained. (Such consent is necessary if its Articles of Incorporation require shareholder approval of the merger, the plan of merger amends its Articles of Incorporation, or a subsidiary is to be the surviving corporation.) 5. (Complete only if an effective date is desired other than the date of filing. The date must be no more than 90 days after the receipt of this document in this office.) The merger shall be effective on the ___________ day of ______________________________, ____________. Signed this __________ day of____________________________________, _________ (Name of parent corporation) By (Signature of an authorized officer or agent) (Type or Print Name) American LegalNet, Inc. www.FormsWorkFlow.com 6. The assumed names being transferred to continue for the remaining effective period of the Certificate of Assumed Name on file prior to the merger are: Assumed Name Transferred From Expiration Date Nonsurvivor name to be used as assumed name of survivor: American LegalNet, Inc. www.FormsWorkFlow.com BCS/CD-551 (Rev. 04/11) Name of person or organization remitting fees: Preparer's name and business telephone number: ( 1. ) INFORMATION AND INSTRUCTIONS This form may be used to draft your Certificate of Merger. A document required or permitted to be filed under the act cannot be filed unless it contains the minimum information required by the act. The format provided contains only the minimal information required to make the document fileable and may not meet your needs. This is a legal document and agency cannot provide legal advice. 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 the 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. This Certificate is to be used pursuant to the provisions of sections 711 through 713 of Act 284, P.A. of 1972, by a domestic parent corporation merging with one or more subsidiary corporations and section 735 of the Act if a foreign parent corporation is a party to the merger. The parent corporation must own at least 90% of the outstanding shares of each class of stock of the subsidiary corporation(s). This Certificate is to be used only by profit corporations. 4. If more than two corporations are merging, 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 5 - 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 as an additional article. 6. Foreign Corporations - Pursuant to sections 1021 and 1035 of the Act, when a foreign corporation authorized to transact business in this state is a party to the merger, the foreign corporation shall file a certificate issued by the proper officer of the jurisdiction of its incorporation attesting to the occurrence of the merger. The merger will not be on file for the foreign corporation in Michigan and a foreign corporation which is a nonsurvivor will not be withdrawn or receive a Certificate of Withdrawal until the certificate evidencing the merger is filed. The fee is $10.00. 7. 8. This Certificate must be signed by an authorized officer or agent of the parent corporation. FEES: Make remittance payable to the State of Michigan. Include corporation name and identification number on check or money order. NONREFUNDABLE FEE: This fee must be remitted for each domestic corporation involved in the merger...................$50.00 Each new assumed name ..................................................................................................................................................$10.00 ADDITIONAL FEES DUE FOR INCREASED AUTHORIZED SHARES OF PROFIT CORPORATIONS ARE: Amount of Increase Fee 1-60,000 60,001-1,000,000 1,000,001-5,000,000 5,000,001-10,000,000 More than 10,000,000 $50.00 $100.00 $300.00 $500.00 $50
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