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Certificate Of Merger Combination Merger Business Organizations Code 622 - Texas
| Certificate Of Merger Combination Merger Business Organizations Code Form. This is a Texas form and can be used in Corporation Secretary Of State . |
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Form 622--General Information (Certificate of Merger--Combination Merger) The attached form is designed to meet minimal statutory filing requirements pursuant to the relevant code provisions. This form and the information provided are not substitutes for the advice and services of an attorney and tax specialist. Commentary This certificate of merger is to be used to effect a merger as defined by section 1.002(55)(B) of the Texas Business Organizations Code (BOC). A merger, as defined by that section, means the combination of one or more domestic entities with one or more domestic entities or non-code organizations resulting in: (1) one or more surviving domestic entities or non-code organizations; (2) the creation of one or more new domestic entities or non-code organizations; or (3) one or more surviving domestic entities or non-code organizations and the creation of one or more new domestic entities or non-code organizations. The certificate of merger is required to be filed with the secretary of state if any domestic entity that is a party to the merger is a filing entity, or if any domestic entity to be created under the plan of merger is a filing entity. A domestic filing entity may effect a merger by complying with the applicable provisions of chapter 10 of the BOC, as well as the title and chapter applicable to the domestic entity. To effect the merger, the domestic entity must set forth a plan of merger that is approved in the manner prescribed by the BOC. A domestic entity may not merge if an owner or member of that entity that is a party to the merger will, as a result of the merger, become personally liable, without that owner's or member's consent, for liability or other obligation of any other person. If one or more non-code organizations is a party to the merger or is to be created by the merger, each non-code organization must effect the merger by taking all action required by the BOC and its governing documents, and the merger must be permitted by the law of the state or country under whose law each non-code organization is incorporated or organized, or the governing documents of each non-code organization if the documents are not inconsistent with such law. This certificate of merger form is not designed to effect the short form merger of a parent organization with a subsidiary organization under section 10.006 of the BOC. Form 623 should be used for this purpose. Form 621 should be used to effect a merger that divides a single domestic entity into two or more new domestic entities or non-code organizations. Formation Documents of New Domestic Filing Entities: If a domestic filing entity is being created pursuant to the plan of merger, the certificate of formation of the entity must be filed with the certificate of merger. Pursuant to section 3.005 of the BOC, the certificate of formation of a domestic filing entity that is to be created by the plan of merger must contain the statement that the domestic filing entity is being formed under a plan of merger. The formation and existence of a domestic filing entity created pursuant to a plan of merger takes effect and commences on the effectiveness of the merger (BOC § 3.006). Registration as a Limited Liability Partnership: A general partnership or limited partnership that is created by a plan of merger may file for registration to become a limited liability partnership by Form 622 1 complying with sections 152.803 and 152.804 of the BOC, and by filing an application for registration with the secretary of state in accordance with section 152.802. Instructions for Form · Parties to the Merger: The certificate of merger must state the name, organizational form, and the jurisdiction in which each domestic entity or non-code organization is incorporated or organized. If the name of a merging domestic filing entity is to be changed pursuant to the plan of merger, state the current name, indicate that the name is to be changed, and state the name as amended. It is recommended that the file number assigned by the secretary of state to each domestic or foreign filing entity that is a party to the merger be provided to facilitate processing of the document. It is required that you indicate whether a party to the merger is to survive the merger. Plan of Merger: Unless the parties to the merger opt to complete the Alternative Statements section of this form, a plan of merger conforming to the requirements of section 10.002 of the BOC must be attached to the certificate of merger. If more than one organization is to survive the merger, the plan of merger also must include the information required under section 10.003 of the BOC. Alternative Statements in Lieu of Plan: As an alternative to attaching the complete plan of merger, the parties to the merger may opt to certify and complete the statements contained in the Alternative Statements section of the form (items 1-4). Items 3A and 3B: Amendments: If a filing entity is to survive the merger, the alternative statements must include a statement that: (3A) no amendments are to be effected by the merger or (3B) identifies the amendments to be effected to the certificate of formation of a surviving entity. Option 3A is the default statement. If any amendments have been made to the certificate of formation of a surviving filing entity, option 3B must be selected. When option 3B is selected, state the name of the filing entity that is effecting the amendment in the space provided. If the plan of merger effects an amendment to the certificate of formation, other than a change of name previously noted, provide the amendments or changes in the space provided. If the space provided is insufficient, the amendments may be provided as an exhibit to the certificate of merger. Item 4: Organizations Created by Merger: Section 10.151(b) of the BOC requires the identification of each domestic entity or non-code organization that is to be created by the plan of merger. The identification must include: the legal name of the entity, which must include an appropriate organizational designation; the name of the jurisdiction in which each new organization is to be incorporated or organized; a description of the organizational form of each new organization (e.g., for-profit corporation, limited partnership, etc.); and the principal place of business of the new organization. In addition, the certificate of merger must state that the certificate of formation of each new filing entity is being filed wi
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