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Articles Of Merger Or Consolidation Into 610 - Rhode Island
| Articles Of Merger Or Consolidation Into Form. This is a Rhode Island form and can be used in General Business Secretary Of State . |
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STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS Office of the Secretary of State Corporations Division 148 W. River Street Providence, Rhode Island 02904-2615 INSTRUCTIONS FOR FILING ARTICLES OF MERGER OR CONSOLIDATION Title 7 of the Rhode Island General Laws, 1956, as amended The attached form is designed to meet minimal statutory filing requirements pursuant to the relevant statutory provision. This form and the information provided are not substitutes for the advice and services of an attorney and/or tax specialist. 1. Articles of Merger (Form No. 610) are required to be filed with the Office of the Secretary of State, Corporations Division, at the above address, if at least one of the merging entities is a domestic entity. 2. At the time of filing the Articles of Merger, all qualified merging entities must be in good standing and current with the filing of annual reports and the maintenance of a registered agent/registered office in this state. 3. The following filing fees should be made payable to the Rhode Island Secretary of State: Business Corporation merging with any other entity Limited Liability Company merging with any other entity Limited Partnership merging with any entity other than a Business Corporation or Limited Liability Company Non-profit Corporation merging with any entity other than a Business Corporation, Limited Liability Company, or Limited Partnership $100.00 $100.00 $ 50.00 $ 25.00 4. Limited liability companies are required by statute to complete Sections I and V only of the Articles of Merger. 5. The Articles of Incorporation, Articles of Organization and Certificate of Limited Partnership, whether the entity is domestic or foreign, may be amended via the merger. However, please note that a business corporation which increases its authorized shares via a merger shall be subject to a license fee pursuant to the provision of Section 71.2-1602(c)(1)(iii) of the Rhode Island General Laws, 1956, as amended. Please call the Corporations Division at (401) 222-3040 for further instructions. 6. Unless the surviving entity is a Rhode Island business corporation, domestic or foreign business corporations must obtain a letter of good standing from the Rhode Island Division of Taxation for the purpose of "non-survivor" of merger. 7. If additional space is required in any section of the Articles of Merger, an exhibit may be attached. Please identify the Exhibit No. within the section as well as on the attachment. 8. SIGNATURES: a) If a business corporation is one of the merging entities, the Articles of Merger are to be executed by an Authorized Officer of the corporation. b) If a non-profit corporation is one of the merging entities, the Articles of Merger are to be executed by the President or Vice President and Secretary or Assistant Secretary. A signature must appear on each line even if the same person holds both offices. c) If a limited liability company is one of the merging entities, the Articles of Merger shall be executed by an Authorized Person. d) If a limited partnership is one of the merging entities, the Articles of Merger shall be executed by each General Partner. e) If a subsidiary business corporation is one of the merging entities, the Articles of Merger shall be executed by an Authorized Person. If you have any questions, please call us at (401) 222-3040, Monday through Friday between 8:30 a.m. and 4:30 p.m. Instructions/Form 610 Revised: 12/05 American LegalNet, Inc. www.USCourtForms.com Filing Fee: See Instructions ID Number: STATE OF RHODE ISLAND AND PROVIDENCE PLANTATIONS Office of the Secretary of State Corporations Division 148 W. River Street Providence, Rhode Island 02904-2615 ARTICLES OF MERGER OR CONSOLIDATION INTO (Insert full name of surviving or new entity on this line.) SECTION I: TO BE COMPLETED BY ALL MERGING OR CONSOLIDATING ENTITIES Pursuant to the applicable provisions of the General Laws of Rhode Island, 1956, as amended, the undersigned entities submit the Merger or Consolidation (check one box only) for the purpose of merging or consolidating them into one following Articles of entity. a. The name and type (for example, business corporation, non-profit corporation, limited liability company, limited partnership, etc.) of each of the merging or consolidating entities and the state under which each is organized are: State under which Name of entity Type of entity entity is organized b. The laws of the state under which each entity is organized permit such merger or consolidation. c. The full name of the surviving or new entity is which is to be governed by the laws of the state of d. The attached Plan of Merger or Consolidation was duly authorized, approved, and executed by each entity in the manner prescribed by the laws of the state under which each entity is organized. (Attach Plan of Merger or Consolidation) e. If the surviving entity's name has been amended via the merger, please state the new name: f. If the surviving or new entity is to be governed by the laws of a state other than the State of Rhode Island, and such surviving or new entity is not qualified to conduct business in the state of Rhode Island, the entity agrees that it: (i) may be served with process in Rhode Island in any proceeding for the enforcement of any obligation of any domestic entity which is a party to the merger or consolidation; (ii) irrevocably appoints the Secretary of State as its agent to accept service of process in any action, suit, or proceeding; and (iii) the address to which a copy of such process of service shall be mailed to it by the Secretary of State is: g. These Articles of Merger or Consolidation shall be effective upon filing unless a specified date is provided which shall be no later than the 90th day after the date of this filing iiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiiii SECTION II: TO BE COMPLETED ONLY IF ONE OR MORE OF THE MERGING OR CONSOLIDATING ENTITIES IS A BUSINESS CORPORATION PURSUANT TO TITLE 7, CHAPTER 1.2 OF THE RHODE ISLAND GENERAL LAWS, AS AMENDED. a. If the surviving or new entity is to be governed by the laws of a state other than the State of Rhode Island, such surviving or new entity hereby agrees that it will promptly pay to the dissenting shareholders of any domestic corporation the amount, if any, to which they shall be entitled under the provisions of Title 7, Chapter 1.2 of the General Laws of Rhode Island, 1956, as amended, with respect to dissenting shareholders. Form No
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