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Certificate Of Merger Or Consolidation - Procedures For Form 550 550C - Michigan
| Certificate Of Merger Or Consolidation - Procedures For Form 550 Form. This is a Michigan form and can be used in Corporations Corporation Division Secretary Of State . |
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(Rev. 5/97) REVIEW PROCEDURES FOR C&S 550 CERTIFICATE OF MERGER/CONSOLIDATION CONSOLIDATIONS 1. Chapter 7 of the Nonprofit Corporation Act permits two or more corporations to consolidate. The Business Corporation Act does not contain a similar provision. Therefore, a Certificate of Consolidation may be filed by nonprofit corporations only. 2. A Certificate of Consolidation is appropriate when 2 or more nonprofit corporations wish to merge but instead of one of them being the survivor, a new corporation is created. 3. The board of directors of each domestic corporation adopts a plan of consolidation. 4. The plan of consolidation is submitted for approval at a meeting of the shareholders or members. 5. The plan of consolidation must be approved by at least a majority of the outstanding shares or members entitled to vote. NPA 701(2) NPA 703(1) NPA 703(2) If organized on a directorship basis, adoption must be by a majority of the directors then in office. The document must be reviewed to determine that it substantially complies with the Act. For example, it must conform to law and be consistent with attorney general opinions, guidelines and policies; it must be signed in ink; fees must be paid; etc. Following are specific items to be considered in determining whether or not the certificate can be filed. SPECIFIC DOCUMENT ITEMS Except for the corporate name, the document must be in the English language. The corporate name need not be English words, but must be written in English letters or Arabic or Roman numerals. ITEM 1A Must be completed with the name of each existing corporation wishing to consolidate. Must also include the identification number of each such domestic corporation and foreign corporation admitted to Michigan. The name must be identical (spelling, abbreviations, and punctuation) to the name as it appears on the database. ITEM 1B Must be completed to reflect the name of the corporation created as a result of the consolidation. This must be identical to the name in Article I of the articles of incorporation appearing in Item 1f. ITEM 1C Must be completed for each existing stock corporation to reflect a) the name of each corporation b) the number of outstanding shares (and class title if more than one) c) the class or series entitled to vote (required only if there is more than one class or series) d) the class or series entitled to vote as a class (required only if there is more than one class or series) e) if the number of shares is subject to change before the effective date of the consolidation, the manner in which the change may occur. American LegalNet, Inc. www.USCourtForms.com STATUTORY CITE NPA 132(1) NPA 707(1) and 701(2)(a) NPA 707(1) and 701(2)(a) NPA 707(1) and 701(2)(b) REVIEW PROCEDURES FOR C&S 550 CERTIFICATE OF MERGER/CONSOLIDATION SPECIFIC DOCUMENT ITEMS ITEM 2 Not applicable. ITEM 3A Must be completed for each nonstock corporation organized on a membership basis to reflect a) the name of the corporation b) a description of its members c) the number, classification and voting rights of the members. ITEM 3B Must be completed for each nonstock corporation organized on a directorship basis to reflect a) the name of the corporation b) a description of the organization of its board c) the number, classification and voting rights of its directors. ITEM 3C Must be completed to reflect the terms and conditions of the consolidation. This must include how the shares or memberships of the existing corporations will be converted into shares, bonds, securities, memberships, or other interest in the consolidated corporation, or into cash or other consideration. ITEM 3D Must reflect the articles of incorporation of the newly created nonprofit corporation. The format of form C&S 502 or 503, beginning with the preamble and ending with Article IV of C&S 502, Fourth of C&S 503, or any additional provision desired in the articles is required. If C&S 502 or 503 is attached, it becomes part of the certificate of consolidation and need not be signed nor should it be stamped "Filed". The "For Bureau Use Only" box and the adoption and signature portion of the form can be deleted. Incorporators are not required to be named in these articles of incorporation as the corporations consolidating are deemed to be the incorporators. ITEM 3E May be completed to include any other provisions with respect to the consolidation the board of directors considers necessary or desirable. ITEM 4 Must be completed if one or more foreign corporations are parties to the consolidation. NPA 731(1) and (2) NPA 707(1) and 701(f) NPA 707(1) and 701(2)(e) NPA 707(1) and 701(2)(d) NPA 707(1) and 701(2)(c) NPA 707(1) and 701(2)(c) STATUTORY CITE American LegalNet, Inc. www.USCourtForms.com REVIEW PROCEDURES FOR C&S 550 CERTIFICATE OF MERGER/CONSOLIDATION SPECIFIC DOCUMENT ITEMS ITEM 5 An effective date, not more than 90 days after the date of receipt, is permitted. The desired effective date must be reflected in the body of the document. Inserting it in the "Bureau Use Only" area is not sufficient. ITEM 6 Not applicable ITEM 7 (1st box) Must be completed to reflect the name of each existing domestic corporation organized on a stock or membership basis. ITEM 7 (2nd box) Must be completed to reflect the name of each existing domestic corporation organized on a directorship basis. SIGNATURE Must be signed in ink by 1) the chairperson or vice-chairperson of the board of directors, president or vice-president of each domestic corporation named in Item 7 is required. 2) the fiduciary, or a majority of them if there are more than one, if the corporation is in the hands of a receiver, trustee or other court appointed officer. A person may sign on behalf of an individual if he has a specific power-ofattorney to do so. An indication that the signature is that of an attorney-infact is not required. 3) Signatures are not required in the articles of the newly created corporation. The consolidating corporations are the incorporators and their signatures on the Certificate of Consolidation are sufficient. FEES Filing fee - $50.00 for each existing domestic corporation NPA 1060(1)(e) Policy Statement C-9 Policy Statement C-33 Procedures re: Signatures NPA 707(1) and 132(2) NPA 707(1)(b) NPA 707(1)(a) NPA 131(2) Policy Statement C-19 STATUTORY CITE American LegalNet, Inc. www.USCourtForms.com REVIEW PROCEDURES FOR C&S 550 CERTIFICATE OF MERGER/CONSOLIDATION SPECIFIC DOCUMENT ITEMS STATUTORY CITE MISCELLANEOUS 1) Appro
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