A Delaware certificate of merger, also known as the articles of merger, is a document detailing the combination of two or more business entities into one business entity.
In the case of Delaware, for instance, one issue to be aware of is that certificates of merger may be filed instead of merger agreements. In order to conduct a merger in the state of Delaware, the following steps should be taken:
Pre-clear your certificate of merger. To ensure the merger process goes as smoothly as possible, both parties should ensure that filing for their certificates of merger will occur on the same day–the date of closing–and that neither will be rejected for any reason.
More Answers On Who Files A Certificate Of Merger
Certificate Of Merger: Definition & Sample – ContractsCounsel
The certificate a merger is typically filed with the state’s Secretary of State. Certificate Of Merger Sample Exhibit 3.12 (b) STATE OF DELAWARE CERTIFICATE OF MERGER OF DOMESTIC CORPORATIONS Pursuant to Title 8, Section 251 (c) of the Delaware General Corporation Law, the undersigned corporation executed the following Certificate of Merger:
Certificate of Merger | Practical Law
A certificate evidencing the merger of two or more entities into one entity. The content of the certificate of merger and the specific filing requirements vary from state to state, so it is important to review the statutes governing business entities in each of the states of organization of the constituent entities (including the surviving entity).
Filing of Certificate of Merger Sample Clauses – Law Insider
Filing of Certificate of Merger. On the date of the Closing, but not prior to the Closing, the Certificate of Mergershall be filedwith the officesof the Secretary of State of the State of Delawareand the mergerof Pacificwith and into HEIshall be consummated. Sample 1 See All (9) Save Copy Filing of Certificate of Merger.
Filing of Certificate of Merger; Effective Time of the Merger Sample …
Filing of Certificate of Merger; Effective Time of the Merger. Subject to the provisions of this Agreement: (i) a certificate of merger in the form attached as Exhibit 1.1 (a) (the “Delaware Certifica…
Delaware Certificate of Merger: Everything You Need to Know
This document will certify that the documents filed with the Delaware Division of Corporations are authentic. The certified copy will include the name of the filed document and the date on which it was filed, as well as the Secretary of State’s signature and the state official seal to ensure that it is authentic. Advantage of Merging in Delaware
FILING OF CERTIFICATE OF MERGER; THE CLOSING Sample Clauses
FILING OF CERTIFICATE OF MERGER; THE CLOSING. If this Agreement is not terminated pursuant to Article VII hereof, as soon as practicable after the Purchaser has taken up and paid for the shares of Com…
Filing of Certificates of Merger, Etc Sample Clauses | Law Insider
Filing of Certificates of Merger, Etc. At the Closing, —– (i) Actava, OPC Mergerco, MITI Mergerco, Orion, Sterling and MITI shall cause the Orion Certificate of Merg…
Certificate of Merger (NY): LLCs (Surviving NY LLC) | Practical Law
A certificate of merger to be filed with the New York State Department of State (DOS) for the merger between a New York limited liability company (LLC) and a New York or foreign business entity with the New York LLC as the surviving entity. This Standard Document has integrated notes with important explanations and drafting tips.
Certificate of Merger for Domestic and Foreign Limited Partnerships
The Certificate of Merger must be enclosed in a white cover sheet that sets forth the title of the document being submitted and the name and address of the individual to whom the receipt for the filing of the document should be mailed. The completed Certificate of Merger, together with the filing fee of $60, should be forwarded to: New York …
Certificate of Merger (NJ) | Practical Law
Aug 31, 2021Law stated as of 31 Aug 2021 • New Jersey A Practice Note describing how to prepare and file a certificate of merger for a New Jersey for-profit corporation on the form provided and required by the New Jersey Department of the Treasury, Division of Revenue and Enterprise Services (DORES).
Certificate of Merger (TX) | Practical Law
A certificate of merger to be filed with the state for the merger of a Texas business entity, including a corporation, limited liability company (LLC), or limited partnership (LP), with one or more entities or organizations. This Standard Document has integrated notes with important explanations and drafting tips.
Certificate of Merger (MI) | Practical Law
Jan 10, 2022A certificate of merger for the merger of a Michigan corporation with one or more Michigan or foreign corporations to be filed with the Michigan Department of Licensing and Regulatory Affairs (LARA). This Standard Document has integrated notes with important explanations and drafting tips.
Certificate of Merger Required – Texas Secretary of State
A certificate of merger is required to be filed in accordance with the provisions of chapter 10 of the BOC when any party to the merger is a domestic filing entity or when any entity created pursuant to a plan of merger is a domestic filing entity. 1. The BOC provides more flexible merger provisions than those that were found in the Texas Non-Profit Corporation Act. Under prior law, a …
Certificate of Merger for Domestic and Foreign Limited Liability …
The completed Certificate of Merger, together with the filing fee of $60, should be forwarded to: New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231. Next Section Fees $60 filing fee for Certificate of Merger.
Certificate of Merger Sub Sample Clauses | Law Insider
Clause: Certificate of Merger Sub. Contract Type. Jurisdiction. Country. Include Keywords. Exclude Keywords. Additional filters are available in search. Open Search. Parent Clauses. CONDITIONS TO THE MERGER; Additional Conditions to Obligations of Target; Remove Advertising. Remove Advertising. Open Split View. Download . Share. Cite. Certificate of Merger Sub. Target shall have been …
Fillable CERTIFICATE OF MERGER OR CONSOLIDATION
Feb 1, 2022A copy of the agreement of merger or consolidation will be furnished by the surviving corporation, on request and without cost, to any shareholder of any constituent corporation. IN WITNESS WHEREOF, the surviving or resulting corporation has caused this certificate of merger or
Fillable CERTIFICATE OF MERGER OR CONSOLIDATION
Feb 1, 2022Fill has a huge library of thousands of forms all set up to be filled in easily and signed. Fill in and edit forms. Fill in your choosen form. Full e-signing supported. Sign the form using our drawing tool. Download or print completed PDF. Send to someone else to fill in and sign. card number. expiry date.
Documents Required for Mergers and Acquisitions – Swarit Advisors
Mar 28, 2021Following is the list of all the vital documents required for Mergers and Acquisitions: Articles of Incorporation : Modifications to the Articles of Incorporation of the enduring company are vital. This comprises the issuance of a new class of shares, if any, as per the Acquisition Agreement, changes in the company’s name, any change in the …
Mergers – Michigan
If a foreign corporation with a Certificate of Authority merges with another entity, the corporation is required to file a certificate issued by its state of incorporation attesting to the occurrence of the merger.
Merger Essentials – Public Records Filings | Wolters Kluwer
Qualifications can be made before the merger, timed to go into effect at the same time as the merger, or in some cases, after the merger. Qualifying generally requires filing an application for authority, which usually has to be accompanied by a certificate of good standing from the formation state.
Certificate of Merger . of a Delaware Corporation . into a Foreign Corporation. Dear Sir or Madam: Attached please find a form for a Certificate of Merger for a Delaware Corporation merging into a Foreign Corporation to be filed in accordance with the General Corporation Law of the State of Delaware. The fee to file the Certificate is $239.00. If the document is more than 1 page, $9 must be …
The form and filing requirements for a certificate of merger are set forth in BOC § 10.151. If all of the parties are financial institutions, and at least one of the surviving entities is a Texas state bank, the certificate of merger is filed with the Texas Department of Banking (“DOB”). If at
The fee for filing a Certificate of Merger (Form OBE MERGER-1) is $150.00 for interspecies mergers, $70.00 for mergers involving only limited liability companies and $70.00 for mergers involving only limited partnerships. A non-refundable $15.00 special handling fee is applicable for processing documents delivered in person (drop off) at the Sacramento office. The preclearance and/or expedited …
Delaware LLC Merger: Requirements, Advantages & Certificate of Merger
A declaration in which the proposed merger had been ratified by the relevant parties; The Agreement; The merger’s effective date; A statement that the document was executed on behalf of the firm by an authorized representative. After the certificate has been filed, the merger becomes immediate in effect. The company that survives assumes all …
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 …
Mergers – Division of Corporations – State of Delaware
Mergers. The Division of Corporations provides these forms as a general guide. Delaware law requires every business entity to maintain a registered agent in Delaware. The Division works closely with the registered agents that provide incorporating services and we encourage the users of this web page to contact one of the registered agents for …
Certificate of Merger – SEC
FOURTH: The Certificate of Incorporation, as amended, of the Surviving Corporation shall be amended and restated to read in its entirety as set forth on Exhibit A attached hereto. FIFTH: The executed Merger Agreement is on file at the office of the Surviving Corporation at the following address: c/o Citadel Broadcasting Corporation
Certificate of Merger – SEC
AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF MERGER IS THE THIRTIETH DAY OF NOVEMBER, A.D. 2011, AT 11:59 O’CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS. SECRETARY OF STATE DELAWARE Jeffrey w. Bullock, Secretary of State 3239893 8100M …
Certificate of Merger or Consolidation; Contents
Laws Article 8-A, Revised Limited Partnership Act; Section 121-1103, Certificate of Merger or Consolidation; Contents. Refreshed: 2018-06-06 Refreshed: 2018-06-06 NewYork.Public.Law
Certificate Of Merger General Information – ID:5ce1b6026a5e2
Secretary of State Business Programs Division Business Entities, 1500 11th Street, Sacramento, CA 95814 Certificate of Merger General Information The attached Certificate of Merger (Form OBE MERGER-1) may be used for the following mergers: Limited Liability Company Mergers: Mergers involving only limited liability companies in which one or more …
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