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Articles of Merger Foreign and Domestic Business Corporation (North Carolina)

This form is to merge foreign and domestic business corporations in North Carolina. The form provided here is simply a sample of what the actual Form B-12 looks like.

State of North Carolina
Department of the Secretary of State

CORPORATIONS DIVISION
P. O. BOX 29622
RALEIGH, NC 27626-0622


ARTICLES OF MERGER
FOREIGN AND DOMESTIC BUSINESS CORPORATION

Pursuant to Sections 55-11-05 and 55-11-07 of the General Statutes of North Carolina, the undersigned corporation does hereby submit the following Articles of Merger as the surviving corporation in a merger between a domestic business corporation and one or more foreign business corporations.

1. The name of the surviving corporation is: _________________________,

a corporation organized under the laws of ______________________;

the name of the merged corporation is ___________________________,

a corporation organized under the laws of ____________________.

2. Attached is a copy of the Plan of Merger that was duly approved in the manner prescribed by law by each of the corporations participating in the merger.

3. With respect to the surviving corporation (check either a or b, as applicable):

a. ____ Shareholder approval was not required for the merger.

b. ____ Shareholder approval was required for the merger and the plan of merger was approved by the shareholders as required by Chapter 55 of the North Carolina General Statutes.

4. With respect to the merged corporation (check either a or b, as applicable):

a. ____ Shareholder approval was not required for the merger.

b. ____ Shareholder approval was required for the merger, and the plan of merger was approved by the shareholders as required by Chapter 55 of the North Carolina General Statutes.

5. The merger is permitted by the law of the state or country of incorporation or organization of each foreign entity which is a party.

6. Each foreign entity which is a party has complied or shall comply with the applicable laws of its state or country of incorporation or organization.

7. These articles will be effective upon filing, unless a delayed date and/or time is specified: __________________________


This the ______day of________________________, 20____

___________________________________________________________
Name of Corporation

___________________________________________________________
Signature

___________________________________________________________
Type or Print Name and Title


NOTES

1. Filing fee is $50. This document and one exact or conformed copy of these articles must be filed with the Secretary of State.

2. Certificate(s) of Merger must be registered pursuant to the requirements of N.C.G.S. Section 47-18.1


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INSTRUCTIONS FOR FILLING OUT THIS FORM
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ITEM 1 Enter the complete corporate name of the surviving corporation as it appears in the records of the Secretary of State. Enter the state or country in which the surviving corporation was organized. Enter the complete corporate name of the merged corporation as it appears in the records of the Secretary of State and the state or country in which the merged corporation was organized.

ITEM 2 Attach a copy of the Plan of Merger.

ITEM 3 Check either a. or b. regarding shareholder approval for the surviving corporation.

ITEM 4 Check either a. or b. regarding shareholder approval for the merged corporation.

ITEM 5 See form. N.C.G.S. §55-11-07

ITEM 6 See form. N.C.G.S. §55-11-07

ITEM 7 The document will be effective on the date and at the time of filing, unless a delayed date or an effective time (on the day of filing) is specified. If a delayed effective date is specified without a time, the document will be effective at 11:59:59 p.m. on the day specified. If a delayed effective date is specified with a time, the document will be effective on the day and time so specified. A delayed effective date may be specified up to and including the 90th day after the day of filing.

Date and Execution

Enter the date the document was executed (day, month, year.)

In the blanks provided enter:

• The name of the surviving or acquiring corporation executing the Articles of Merger.

• The signature of the representative of the surviving or acquiring corporation.

• The printed or typed name and title of the above-signed representative.

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