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Articles Of Cross-Species Merger Resulting In The Formation Of A Corporation 51584 - Indiana
| Articles Of Cross-Species Merger Resulting In The Formation Of A Corporation Form. This is a Indiana form and can be used in General Corporations Secretary Of State . |
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ARTICLES OF CROSS-SPECIES MERGER Resulting in the Formation of a Corporation State Form 51584 (R2 / 4-12) Approved by State Board of Accounts, 2004 CONNIE LAWSON SECRETARY OF STATE CORPORATE DIVISION 302 W. Washington Street, Rm. E018 Indianapolis, IN 46204 Telephone: (317) 232-6576 INSTRUCTIONS: 1. Use 8 ½" x 11" white paper for attachments. 2. Present original and one (1) copy to the address in upper right corner of this form. 3. Please TYPE or PRINT. 4. Please visit our office on the web at www.sos.in.gov. Indiana Code 23-1-18-3 FILING FEE: $30.00 ARTICLES OF CROSS-SPECIES MERGER OF ____________________________________________________________________________ (hereinafter "Non-surviving Business Entity" ("Entities") and/or "Non-surviving Corporation(s)") INTO ____________________________________________________________________________ (hereinafter "Surviving Corporation") ARTICLE I: PLAN OF CROSS-SPECIES MERGER Please set forth the Plan of Cross-Species Merger, attach herewith, and designate it as "Exhibit A." The Plan of Cross-Species Merger must state the following: The name of each Non-surviving Corporation incorporated in Indiana and the name and jurisdiction of formation, organization, or incorporation of each Non-surviving Business Entity; The name of Surviving Corporation; The terms and conditions of the merger; The manner and basis of converting the shares or rights thereof of Non-surviving Corporation and/or the interests, obligations, shares, other securities, or rights thereof of Non-surviving Business Entity (Entities) and/or Non-surviving Corporation(s) into the shares, obligations, assets, other securities, or rights thereof of Surviving Corporation; Any amendments to or restatements of the Articles of Incorporation of Surviving Corporation; and All statements required to be set forth in the plan of merger by the laws under which each Non-surviving Business Entity is formed, organized, or incorporated; All information required by the Articles of Incorporation (Indiana Code 23-1-21-2) if there are no corporations that are parties to the merger; and Any amendments to, or a restatement of the Articles of Incorporation of Surviving Corporation, if one or more corporations are parties to the merger and if Surviving Corporation is an Indiana Corporation. The relevant Indiana Code sections for the Plan of Merger are as follows: 23-1-40-8(c)(4) if a corporation is a party to the merger; 23-18-7-9(c)(4) if a limited liability company is party to the merger; 23-4-1-53(c)(4) if a limited liability partnership is a party to the merger; and 23-16-3-13(c)(4) if a limited partnership is a party to the merger. ARTICLE II: SURVIVING CORPORATION If Surviving Corporation is an Indiana corporation, please complete Section 1 of this Article. If Surviving Corporation is a foreign corporation, please complete Section 2 of this Article. SECTION 1: (If Surviving Corporation is an Indiana corporation, please complete this section.) The surviving corporation is a domestic corporation existing pursuant to the provisions of the Indiana Business Corporation Law incorporated on ______________________________. American LegalNet, Inc. www.FormsWorkFlow.com SECTION 2: (If Surviving Corporation is incorporated outside of Indiana, please complete this section.) The surviving corporation is a foreign corporation incorporated under the laws of the State of _______________________________ and is qualified not qualified (please designate which) to do business in Indiana. If the surviving corporation is qualified to do business in Indiana, the date of qualification is (month, day, year): ______________________________. (If Application for Certificate of Authority to do business in Indiana is filed concurrently herewith, please state "Upon approval of Application for Certificate of Authority".) ARTICLE III: NON-SURVIVING BUSINESS ENTITIES SECTION 1: (If any, please list any non-surviving corporations in this merger). The name, state of incorporation, and the date of incorporation or qualification (if applicable) respectively, of each Indiana domestic corporation and Indiana qualified foreign corporation which is party to the merger are as follows: Name of Non-surviving Corporation State of Domicile Date of Incorporation or qualification in Indiana (month, day, year) Name of Non-surviving Corporation State of Domicile Date of Incorporation or qualification in Indiana (month, day, year) Name of Non-surviving Corporation State of Domicile Date of Incorporation or qualification in Indiana (month, day, year) SECTION 2: (If any, please list any Non-surviving Business Entities that are not a corporation in this merger). The name, business entity type, state of organization, and date of organization of any Indiana or foreign business entity that is a party to the merger and qualified to do business in Indiana (if applicable). Name Type of business entity State of Domicile Date of organization or qualification (month, day, year) Name Type of business entity State of Domicile Date of organization or qualification (month, day, year) Name Type of business entity State of Domicile Date of organization or qualification (month, day, year) American LegalNet, Inc. www.FormsWorkFlow.com ARTICLE IV: MANNER OF ADOPTION AND VOTE OF SURVIVING CORPORATION SECTION 1: (Please complete either Section 1 or Section 2). Shareholder vote not required. The merger / share exchange was adopted by the incorporators or board of directors without shareholder action and shareholder action was not required. SECTION 2: Vote of shareholders is required (Please select either A or B) The designation (i.e. common, preferred, or any classification where different classes of stack exist), number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the merger / share exchange, and the number votes each voting group represented at the meeting are set forth below: A. B. Unanimous written consent executed on _________________________, 20_____ and signed by all shareholders entitled to vote. OR Vote of shareholders during a meeting called by the Board of Directors. TOTAL DESIGNATION OF EACH VOTING GROUP (i.e. preferred and common) NUMBER OF OUTSTANDING SHARES NUMBER OF VOTES ENTITLED TO BE CAST NUMBER OF VOTES REPRESENTED AT MEETING SHARES VOTED IN FAVOR SHARES VOTED AGAINST A B C ARTICLE V: MANNER OF ADOPTION AND VOTE OF NON-SURVIVING CORPORATION (if applicable) If a corporation is party to t
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