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Certificate Of Merger Or Consolidation For Use By Domestic Profit Corps - Procedures For Form 550 550P - Michigan
| Certificate Of Merger Or Consolidation For Use By Domestic Profit Corps - 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 12/97) REVIEW PROCEDURES FOR C&S 550 CERTIFICATE OF MERGER/CONSOLIDATION Act 284, P.A. 1972; MCLA 450.1701; MSA 21.200(701) Sections 701 through 735, Act 284, P.A. 1972 provide for mergers of corporations. The following process is required for a domestic profit corporation to become a party to a merger PROFIT CORPORATIONS: 1. The board of directors of each corporation adopts a plan of merger. 2. The plan of merger is submitted for approval at a meeting of shareholders. 3. The plan of merger must be approved by at least a majority of the outstanding shares of each corporation entitled to vote on the plan. The surviving corporation's shareholders need not vote unless the articles require shareholder vote or as provided for in section 754 if a) the articles of the survivor are not being amended b) each shareholder of the survivor will continue as a shareholder holding the same number of shares with the same designations, preferences, limitations and relative rights as before the merger. 4. If the corporation has not commenced business, has not issued any shares, and has not elected a board of directors, the merger is adopted by all of the incorporators. STATUTORY CITE BCA 701(2) BCA 703a(1) BCA 703a(2)(d) BCA 703a(2)(e) BCA 706(1) 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; 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 the survivor and each non-surviving corporation. Must also include the identification number of each domestic corporation and each 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 surviving corporation. Must also include the identification number if it is a domestic corporation or a foreign corporation admitted to Michigan. The name must be identical (spelling, abbreviations, and punctuation) to the name as it appears on the database. BCA 707(1) and 701(2)(a) BCA 707(1) and 701(2)(a) STATUTORY CITE BCA 132(1) American LegalNet, Inc. www.USCourtForms.com REVIEW PROCEDURES FOR C&S 550 CERTIFICATE OF MERGER/CONSOLIDATION SPECIFIC DOCUMENT ITEMS ITEM 1C Must be completed 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 merger, the manner in which the change may occur. BCA 707(1) and 701(2)(b) STATUTORY CITE ITEM 2A Must be completed to reflect the terms and conditions of the merger. This must include how the shares of any non-survivors will be converted into shares, bonds, or other securities of the survivor, or into cash or other consideration. If shares of the survivor will be issued, verify that there are sufficient unissued shares to cover the conversion. If the number of unissued shares of the survivor are insufficient to cover the conversion, its articles must be amended to increase the number of authorized shares. This can be accomplished in Item 1f or by filing a certificate of amendment or restated articles of incorporation before the merger. ITEM 2B May be completed if the survivor wishes to amend or restate its articles in the certificate of merger instead of by a Certificate of Amendment (C&S 515) or Restated Articles of Incorporation (C&S 510). In the case of an amendment, only the Article or Articles being amended need be reflected. They should appear in the same manner as is required in Item 4 of C&S 515. In the case of restatement of the articles, the information contained in form C&S 510 beginning with the title of the form and ending with Article IV, or any additional provisions desired in the articles of incorporation, is required. If C&S 510 is attached, it becomes part of the certificate of merger 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. ITEM 2C Must state that the plan of merger will be furnished by the surviving corporation, on request and without cost, to any shareholder of any constituent corporation. ITEM 3 Not applicable. BCA 707(1)(d) BCA 707(1)(a) and 701(2)(d) BCA 707(1)(a) and 701(2)(c) American LegalNet, Inc. www.USCourtForms.com REVIEW PROCEDURES FOR C&S 550 CERTIFICATE OF MERGER/CONSOLIDATION SPECIFIC DOCUMENT ITEMS ITEM 4 Must be completed if one or more foreign corporations are parties to the merger. 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 6A Must be completed to reflect the name of any domestic corporation which is a party to the merger and which has not commenced business, has not issued any shares, and has not elected a board of directors. This item is not applicable to professional service corporations or to business corporations merging with professional service corporations. Section 13 of the Professional Service Corporation Act permits mergers between corporations which have shareholders who are licensed. Since a corporation which has not issued shares does not have shareholders, professional service corporations must have issued shares in order to merge. Likewise, business corporations merging with professional service corporations must have shareholders who are licensed persons. ITEM 6B (1st box) Must be completed to reflect the name of the domestic survivor corporation where the merger was adopted by its board of directors without approval of the shareholders. ITEM 6B (2nd box) Must be completed to reflect the name of each domestic corporation where the merger was adopted by the board of directors and approved by
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