Certificate Of Merger For Use By LLCs {750}

CSCL/CD-750 (Rev. ) MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRSCORPORATIONS, SECURITIES & COMMERCIAL LICENSING BUREAU Date Received (FOR BUREAU USE ONLY)This document is effective on the date filed, unless asubsequent effective date within 90 days after receiveddate is stated in the document.EFFECTIVE DATE: NameAddressCityStateZIP Code Document will be returned to the name and address you enter above.If left blank, document will be returned to the registered office. CERTIFICATE OF MERGERFor use by Limited Liability Companies(Please read information and instructions on the last page)Pursuant to the provisions of Act 23, Public Acts of 1993, the undersigned execute the following Certificate of Merger: 1.The name of each constituent limited liability company and their identification numbers are: 2.The name of the surviving limited liability company and its identification number is: 3.Check one of the following: There are no changes to be made to the Articles of Organization of the surviving limited liability company. The amendments to the Articles, or a restatement of the Articles, of the surviving limited liability company to be effected by the merger are as follows: American LegalNet, Inc. www.FormsWorkFlow.com 4.Other provisions with respect to the merger are as follows:Signed thisday of , (Name of Limited Liability Company) (Type or Print Name and capacity) (Signature of Member, Manager or Authorized Agent)BySigned thisday of , (Name of Limited Liability Company) (Type or Print Name and capacity) (Signature of Member, Manager or Authorized Agent)By 5.Complete only if an effective date is desired other than the date of filing. This date must be no more than 90 days afterreceipt of this document in this office.The merger shall be effective on the day of , . 6.The Plan of Merger was approved by the members of each constituent limited liability company in accordance withsection 702(1). 7.The merger is permitted by the law of the jurisdiction under whose law each foreign constituent company is organizedand each foreign constituent company has complied with that law in effecting the merger. 8.The assumed names being transferred to continue for the remaining effective period of the Certificate of Assumed Nameon file prior to the merger are:Assumed name LLC transferred from Expiration date 9.Nonsurvivor name as new assumed names under which business is to be conducted are: This Certificate is hereby signed as required by Section 103 of the Act. American LegalNet, Inc. www.FormsWorkFlow.com CSCL/CD-750 (Rev. )Preparer's NameBusiness telephone number( ) Submit with check or money order by mail: Michigan Department of Licensing and Regulatory Affairs Corporations, Securities & Commercial Licensing Bureau Corporation Division P.O. Box 30054 Lansing, MI 48909To submit in person:2501 Woodlake CircleOkemos, MITelephone: (517) 241-6470 Fees may be paid by check, money order, VISAMasterard when delivered in person to our office. INFORMATION AND INSTRUCTIONS1.This form may be used to draft your Certificate of Merger. A document required or permitted to be filed under the act cannot befiled unless it contains the minimum information required by the act. The format provided contains only the minimal informationrequired to make the document fileable and may not meet your needs. This is a legal document and agency staff cannot providelegal advice.Since this document will be maintained on electronic format, it is important that the filing be legible. Documents with poor black andwhite contrast, or otherwise illegible, will be rejected. LARA is an equal opportunity employer/program. Auxiliary aids, services and other reasonable accommodations are available upon request to individualswith disabilities.2.This Certificate is to be used pursuant to sections 701 through 704 of Act 23, P.A. of 1993, for the purpose of merging two or moredomestic limited liability companies or to Section 705 if the merger involves one or more domestic limited liability companies andone or more foreign limited liability companies.3.If more than two limited liability companies are merging, the Certificate may be adjusted as necessary, or the format may beused as a guide in drafting your own certificate. If additional space is required for any section, continue the section on anattachment.9.The Certificate must be signed by a manager, if managed by one or more managers, a member if management remains in themembers or an authorized agent of the company.10.NONREFUNDABLE FEE FOR EACH DOMESTIC LIMITED LIABILITY COMPANY INVOLVED IN THE MERGER:Make remittance payable to the State of Michigan. Include limited liability company name and identification number on check or money order...........................................................................................................................................................................$100.008.If a foreign limited liability company authorized to transact business in this state is the survivor, the company shall file a certificateissued by the proper office of its jurisdiction of organization attesting to the occurrence of the merger, not later than 30 days afterthe effective date. The fee is $10.00.4.Item 5 - This document is effective on the date endorsed "Filed" by the Bureau. A later effective date, no more than 90 daysafter the date of delivery, may be stated.7.A foreign limited liability company authorized to transact business in this state which is a nonsurvivor will not be withdrawn untilan Application for a Certificate of Withdrawal is filed.6.Item 9 - A limited liability company surviving a merger may use an assumed name the name of a merging limited liability companyby filing a Certificate of Assumed Name or by providing for the use of the assumed name in the Certificate of Merger. The survivinglimited liability company may also file a Certificate of Assumed or provide in the Certificate of Merger for the use of an assumed nameof a merging entity not transferred in item 8. A provision in the Certificate of Merger is treated as a new Certificate of Assumed Name.5.Item 8 - A limited liability company participating in a merger may transfer to the survivor the use of an assumed name for which aCertificate of Assumed Name is on file with the administrator prior to the merger. American LegalNet, Inc. www.FormsWorkFlow.com Optional expedited service.Expedited review and filing, if fileable, is available for all documents for profit corporations, limitedliability companies, limited partnerships and nonprofit corporations.The nonrefundable expedited service fee is in addition to the regular fees applicable to the specificdocument. Please complete a separate CSCL/CD-272 form for expedited service for each document submittedin person 24-hour service - $50 for formation documents and applications for certificate of authority.24-hour service - $100 for any document concerning an existing entity.Same day service Same day - $100 for formation documents and applications for certificate ofauthority.Same day - $200 for any document concerning an existing entity.Review completed on day of receipt. Document and request for same day expeditedservice must be received by 1 p.m. EST OR EDT.Two hour - $500Review completed within two hours on day of receipt. Document and request for two hourexpedited service must be received by 3 p.m. EST OR EDT.One hour - $1000Review completed within one hour on day of receipt. Document and request for 1 hourexpedited service must be received by 4 p.m. EST OR EDT.Documents submitted by mail are delivered to a remote location for receipts processing and arethen forwarded to the Corporation Division for review. Day of receipt for mailed expedited servicerequests is the day the Corporation Division receives the request. Rev. American LegalNet, Inc. www.FormsWorkFlow.com