Certificate Of Merger Or Consolidation (Non Profit Corporations) {UMC-3} | Pdf Fpdf Doc Docx | New Jersey

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Certificate Of Merger Or Consolidation (Non Profit Corporations) {UMC-3} | Pdf Fpdf Doc Docx | New Jersey

Certificate Of Merger Or Consolidation (Non Profit Corporations) {UMC-3}

This is a New Jersey form that can be used for Mergers Consolidations And Restated Certificates within Secretary Of State.

Alternate TextLast updated: 9/19/2006

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UMC-3 11/03 New Jersey Division of Revenue Certificate of Merger/Consolidation (Non-Profit Corporations) This form may be used to record the merger or consolidation of a corporation with in orto another business entity or entiti es, pursuant to NJSA 15A. Applicants must insure strict compliance with the requirements of State law and insure that all filing requirements are met. This form is intended to simplify filingith w the State Treasurer. Applicants are advised to seek out prvate i legal advice before submitting filings to the Treasurers office. 1. Type of Filing (check on: e) __ Merger __ Consolidation 2. Name of Surviving Corporation: 3. Name(s)/Jurisdiction(s) of All Participating Corporations: I dentification # Assigned By Name Jurisdiction Treasurer (if applicable) 4. Date Merger/Consolidation approved: 5. Voting: (all corporations involved; attach additional sheets if necessary) Corp. Name ( c heck one) ___ Has ___ Does not Have Members Eligible to Vote. If the corporation has any class of members entitled to vote as a class, specify the class and the number of votes cl foassr ea: ch Members Voting For ______ Members Voting Against ______ To tal number of Trustees the meeting at ______ ; OR Plan of merger/consolidation was adopted by the unanimous written consent ofthe members witho ut a meeting (check)____ If there are no voting members: Trustees Voting For ______ Trustees Voting Against ______ Total number of Trustees at the meeting ______ ; OR Plan of merger/consolidation was adopted by the unanimous written consent of the Trustees without a meeting (check) ____ Corp. Name ( c heck one) ___ Has ___ Does n ot Have Members Eligible to Vote. If the corporation has any class of members entitled to vote as a class, specify the class and the number of votes foss: r each cla Members Voting For ______ Members Voting Against ______ Total numb er of Trustees at the meeting ______ ; OR Plan of merger/consolidation was adopted by the unanimous written consent ofthe members witho ut a meeting (check)____ If there are no voting members: Trustees Voting For ______ Trustees Voting Against ______ Total numb er of Trustees at the meeting ______ ; OR Plan of merger/consolidation was adopted by the unanimous written consent of the Trustees without a meeting (check) ____ 6. Service of Process Address (For use if the surviving business entity is not authorized or registered by the State Treaser):ur The surviving business entity agrees that it may be served withprocess in this State in any action, suit or proceeding for th e enforcement of any obligation of a merging or consolidating domestic or foreign sbuiness entity. The Treasurer is hereby appointed as agent to accept service of process in any such action, suit, or proceeding which shall be forwarded to tnghe survivi business entity at the Service of Process address stated above. 7. Effective Date (see inst.): Signature Name Title Date ________________________________________ ________________________________ ______________________________ _____________ _________________________________________ ________________________________ ______________________________ _____________ _________________________________________ ________________________________ ______________________________ _____________ _**Remember to attach the plan of merger or consolidat ion. NJ Division of Revenue, PO Box 308, Trenton NJ 08625 <<<<<<<<<********>>>>>>>>>>>>> 2Rev 7/01/02 Instructions for Form UMC-3 CERTIFICATE OF MERGER OR CONSOLIDATION NON-PROFIT CORPORATIONS (Title15A) **New Jersey law prohibits domestic corporations from merging/consolidating with another business entity if authority for such merger/consolidation is not granted under the laws of the jurisdiction under which the other business entity was organized. Non-profits are not authorized to merge/consolidate with other business entities. **Other business entity is defined as a corporation, business trust, common-law trust, or other unincorporated business, including a partnership, and a foreign limited liability company. STATUTORY FEE: $75 The MANDATORY fields are: Field #1 -- Type of Filing Indicate whether you are submitting a merger or consolidation filing. Field # 2 -- Name Of Surviving Business Entity List the name of the surviving entity. If the surviving entity is to have a new name, remember that the name availability provisions apply. ** **The name must be distinguishable from other names on the States database. The Division of Revenue will check the proposed name for availability as part of the filing review process. If desired, you can reserve/register a name prior to submitting your filing by obtaining a reservation/registration. For information on name availability and reservation/registration services and fees, visit the Divisions WEB site at http://www.state.nj.us/treasury/revenue/certcomm.ht or call (609) 292-9292 m Monday-Friday, 8:30 a.m. - 4:30 p.m. Field # 3 -- Name(s)/Jurisdiction(s) Of All Participating Business Entities List the name and home jurisdiction of each business entity involved in the merger/consolidation (participants). Field # 4Date Plan Adopted State the date the shareholders or members of the surviving business entity approved the Merger/Consolidation plan. <<<<<<<<<********>>>>>>>>>>>>> 3Inst. Form UMC-3 Page 2 Field # 5-- Voting For each corporation involved, indicate whether or not there are members entitled to vote on the merger. If there are members, indicate the number of members entitled to vote, and the number of votes cast for and against; OR that the members gave unanimous written consent without a meeting. If there are no members, indicate either the number of trustees voting for or against along with the number of trustees present at the meeting; OR that the trustees gave unanimous written consent without a meeting. Field # 6Service of Process/ATTESTATIONS Add a statement indicating that the surviving business entity may be served with process on behalf of any non-profit corporation that is party to the merger/consolidation. If the surviving business entity is not authorized or registered by the State Treasurer, add a statement appointing the Treasurer, State of New Jersey as agent to accept service of process and an address to which the Treasurer may mail such service. Field # 7EFFECTIVE DATE (as needed) Specify the effective date if it is other than the filing date. The effective date cannot be before the filing date nor can it be more than 30 days a

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