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Certificate Of Merger Or Consolidation For Use By Foreign Corps - Procedures For Form 550 550F - Michigan

Certificate Of Merger Or Consolidation For Use By Foreign 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 (FOREIGN) Act 284, P.A. 1972; MCLA 450.1735; MSA 21.200(735) Act 162, P.A. 1982; MCLA 450.2731; MSA 21.197(731) Sections 735, 1021(2), and 1035, Act 284, P.A. 1972 and Sections 731 through 737, 1021 and 1035, Act 162, P.A. 1982 contain information related to mergers for foreign corporations. The following process is required for a foreign corporation admitted to Michigan to file evidence of the merger in Michigan: SPECIFIC DOCUMENT ITEMS PROFIT 1. The corporation complies with the laws of its jurisdiction of incorporation in effecting the merger in that state. 2. Within 30 days of the effective date in the jurisdiction of incorporation, a certificate evidencing the merger must be submitted. The certificate must be issued by the Secretary of State or other person responsible for administering corporation statutes in that jurisdiction. The evidence of merger may be in the form of a certificate of fact or a copy of the actual merger as filed in the jurisdiction. 3. One certificate evidencing merger or certified copy of certificate of merger is sufficient for all corporations admitted to Michigan from the same jurisdiction. If corporations which are parties to the merger are from more than one jurisdiction and are admitted to Michigan, evidence for each corporation admitted to Michigan is required from its home jurisdiction. 4. Determine which corporations are admitted to Michigan. For all corporations admitted to Michigan, the name must be identical (spelling, punctuation, and abbreviations) to the name as it appears on the database. Add ID number to the top center on the certificate for each corporation admitted to Michigan whose home state is the same as the state issuing the certificate. If the name does not agree, determine if it is the former name of a corporation with a certificate of authority whose home state is the same as the state issuing the certificate. If so, determine whether the merger was effective in its home jurisdiction before or after the name change. If before, proceed with filing the certificate. If after, it is probably a different corporation which may or may not be admitted to Michigan. 5. If any of the information in the application for certificate of authority of the survivor is changed, such as the name, the number of authorized shares, etc., an Amended Application for Certificate of Authority is also required. 6. Filing fee: Nonrefundable $10.00 for each corporation admitted to Michigan whose home jurisdiction is the same as the jurisdiction issuing the certificate. STATUTORY CITE BCA 735(1)(a) & 735(2) BCA 1021(2) & 1035 BCA 1021(2) BCA 1060(1)(f) Policy Statement C-9 Policy Statement C-5 Policy Statement C-33 American LegalNet, Inc. www.USCourtForms.com REVIEW PROCEDURES FOR C&S 550 CERTIFICATE OF MERGER/CONSOLIDATION (FOREIGN) SPECIFIC DOCUMENT ITEMS MISCELLANEOUS 1) Documents for all corporations admitted to Michigan from the same jurisdiction should be filed simultaneously. It is recommended that documents for all corporations admitted to Michigan, whether from the same jurisdiction or not, be filed simultaneously. If evidence is not received from all jurisdictions at the same time, proceed with filing those received which are acceptable. If the merger includes a Michigan corporation, the document on behalf of the Michigan corporation may be filed before the document on behalf of the foreign is submitted and filed. 2) Act 284, P.A. 1972 permits the merger of one or more domestic profit corporations with 1 or more business organizations if the requirements of section 736 are satisfied. If all of the business organizations are foreign corporations, the merger shall proceed under section 735, without regard to section 736. Nonprofit and professional service corporations statutes permit mergers with corporations only. 3) Act 23, P.A. 1993 permits mergers between limited liability companies and other business entities. Act 213, P.A. 1982 permits mergers between limited partnerships and business organizations. In view of the provisions of Section 705(1), Act 23, P.A. 1993, a merger between a limited liability company and a foreign corporation will be filed provided such a filing is permitted in the jurisdiction of incorporation. A statement that the laws of the jurisdiction of incorporation permit such a merger should be included in the merger certificate. If it does not, review the statute of the foreign jurisdiction to ascertain if such a filing is permitted or phone that jurisdiction to make the determination. In the case of a merger between a limited partnership and a foreign corporation admitted to Michigan, a certificate evidencing merger will be filed on behalf of the foreign corporation so long as such a merger is permitted by the home state of the foreign corporation. 4) A tax clearance is not required as a condition to filing a merger. Policy Statement C-1 STATUTORY CITE American LegalNet, Inc. www.USCourtForms.com REVIEW PROCEDURES FOR C&S 550 CERTIFICATE OF MERGER/CONSOLIDATION (FOREIGN) SPECIFIC DOCUMENT ITEMS NONPROFIT 1. The corporation complies with the laws of its jurisdiction of incorporation in effecting the merger in that state. 2. Within 60 days of the effective date in the jurisdiction of incorporation, a certified copy of the certificate as filed is required. Certification must be by the Secretary of State or other person responsible for administering corporation statutes in that jurisdiction. (A certificate evidencing merger is not sufficient -- a copy of the document filed in the home jurisdiction is required.) 3. One certified copy of the merger is sufficient for all corporations admitted to Michigan from the same jurisdiction. If corporations which are parties to the merger are from more than one jurisdiction and are admitted to Michigan, evidence for each corporation admitted to Michigan is required from its home jurisdiction. 4. Determine which corporations are admitted to Michigan. For all corporations admitted to Michigan, the name must be identical (spelling, punctuation, and abbreviations) to the name as it appears on the database. Add ID number to the top center on the certified copy of merger for each corporation admitted to Michigan whose home state is the same as the state issuing the certificate. If the name does not agree, determine if it is the former name of a corporation with a certificate of authority whose home state is the same
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