Florida > Secretary Of State > Limited Liability Company
Certificate Of Merger For Florida Limited Liability Company CR2E080 - Florida
| Certificate Of Merger For Florida Limited Liability Company Form. This is a Florida form and can be used in Limited Liability Company Secretary Of State . |
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FLORIDA DEPARTMENT OF STATE DIVISION OF CORPORATIONS WANTS YOU TO KNOW... Business Identity Theft is a broad term that encompasses a wide variety of crimes involving the unauthorized use of a business identity. Small and midsize companies are tempting targets for criminals. 60% of small businesses close within a year of being victims. In an effort to be more business friendly and to heighten security, the Department of State has instituted an e-mail notification process whereby business entities are sent e-mail notices when any changes are made to their records. This e-mail notice will be sent to the previous e-mail address of record. If the change was not authorized by a principal of the business entity, you will be able to notify the Department utilizing a link provided in the e-mail. The 2012 Florida Statutes 817.155 Matters within jurisdiction of Department of State; false, fictitious, or fraudulent acts, statements, and representations prohibited; penalty; statute of limitations.--A person may not, in any matter within the jurisdiction of the Department of State, knowingly and willfully falsify or conceal a material fact, make any false, fictitious, or fraudulent statement or representation, or make or use any false document, knowing the same to contain any false, fictitious, or fraudulent statement or entry. A person who violates this section is guilty of a felony of the third degree, punishable as provided in s. 775.082, s. 775.083, or s. 775.084. American LegalNet, Inc. www.FormsWorkFlow.com FLORIDA DEPARTMENT OF STATE DIVISION OF CORPORATIONS Attached is a form to file a Certificate of Merger pursuant to section 608.4382, Florida Statutes. This form is basic and may not meet all merger needs. The advice of an attorney is recommended. Filing Fees: $25.00 for each Limited Liability Company $35.00 for each Corporation $52.50 for each Limited Partnership or Limited Liability Limited Partnership $25.00 for each General Partnership or Limited Liability Partnership $25.00 for each Other Business Entity $30.00 Certified Copy (optional): Send one check in the total amount payable to the Florida Department of State. Please include a cover letter containing your telephone number, return address and certification requirements, or complete the attached cover letter. Mailing Address Amendment Section Division of Corporations P. O. Box 6327 Tallahassee, FL 32314 Street Address Amendment Section Division of Corporations Clifton Building 2661 Executive Center Circle Tallahassee, FL 32301 For further information, you may contact the Registration Section at (850) 245-6050. CR2E080 (12/12) American LegalNet, Inc. www.FormsWorkFlow.com COVER LETTER TO: Amendment Section Division of Corporations SUBJECT: Name of Surviving Party The enclosed Certificate of Merger and fee(s) are submitted for filing. Please return all correspondence concerning this matter to: Contact Person Firm/Company Address City, State and Zip Code E-mail address: (to be used for future annual report notification) For further information concerning this matter, please call: at ( Name of Contact Person ) Area Code and Daytime Telephone Number Certified copy (optional) $30.00 MAILING ADDRESS: Amendment Section Division of Corporations P. O. Box 6327 Tallahassee, FL 32314 STREET ADDRESS: Amendment Section Division of Corporations Clifton Building 2661 Executive Center Circle Tallahassee, FL 32301 American LegalNet, Inc. www.FormsWorkFlow.com Certificate of Merger For Florida Limited Liability Company The following Certificate of Merger is submitted to merge the following Florida Limited Liability Company(ies) in accordance with s. 608.4382, Florida Statutes. FIRST: The exact name, form/entity type, and jurisdiction for each merging party are as follows: Name Jurisdiction Form/Entity Type SECOND: The exact name, form/entity type, and jurisdiction of the surviving party are as follows: Name Jurisdiction Form/Entity Type THIRD: The attached plan of merger was approved by each domestic corporation, limited liability company, partnership and/or limited partnership that is a party to the merger in accordance with the applicable provisions of Chapters 607, 608, 617, and/or 620, Florida Statutes. 1 of 6 American LegalNet, Inc. www.FormsWorkFlow.com FOURTH: The attached plan of merger was approved by each other business entity that is a party to the merger in accordance with the applicable laws of the state, country or jurisdiction under which such other business entity is formed, organized or incorporated. FIFTH: If other than the date of filing, the effective date of the merger, which cannot be prior to nor more than 90 days after the date this document is filed by the Florida Department of State: . SIXTH: If the surviving party is not formed, organized or incorporated under the laws of Florida, the survivor's principal office address in its home state, country or jurisdiction is as follows: SEVENTH: If the survivor is not formed, organized or incorporated under the laws of Florida, the survivor agrees to pay to any members with appraisal rights the amount, to which such members are entitles under ss.608.4351-608.43595, F.S. EIGHTH: If the surviving party is an out-of-state entity not qualified to transact business in this state, the surviving entity: a.) Lists the following street and mailing address of an office, which the Florida Department of State may use for the purposes of s. 48.181, F.S., are as follows: Street address: Mailing address: 2 of 6 American LegalNet, Inc. www.FormsWorkFlow.com b.) Appoints the Florida Secretary of State as its agent for service of process in a proceeding to enforce obligations of each limited liability company that merged into such entity, including any appraisal rights of its members under ss.608.4351-608.43595, Florida Statutes. NINTH: Signature(s) for Each Party: Typed or Printed Name of Individual: Name of Entity/Organization: Signature(s): Corporations: General partnerships: Florida Limited Partnerships: Non-Florida Limited Partnerships: Limited Liability Companies: Chairman, Vice Chairman, President or Officer (If no directors selected, signature of incorporator.) Signature of a general partner or authorized person Signatures of all general partners Signature of a general partner Signature of a member or authorized representative Fees: For each Limited Liability Company: For each Corporation: For each Limited Partnership: For each General Partnership: For each Other Business Entity: $
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