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Articles of Merger (North Carolina)

This form is for a cross-entity merger in North Carolina. The form provided here is simply a sample of what the actual Form BN-15 looks like.

State of North Carolina
Department of the Secretary of State


ARTICLES OF MERGER

(Cross-entity Merger*)

Pursuant to North Carolina General Statute Sections 55-11-10(d), 55A-11-09(d), 57C-9A-22, 59-73.5 and 59-1013, as applicable, the undersigned surviving entity does hereby submit the following Articles of Merger as the surviving business entity in a merger between two or more business entities.

1. The name of the surviving entity is __________________________,

a (check one)

[___] corporation,
[___] nonprofit corporation,
[___] professional corporation,
[___] limited liability company,
[___] limited partnership,
[___] partnership,
[___] limited liability partnership organized

under the laws of __________________________________,

2. The address of the surviving entity is:

Street Address ______________________________________

City ______________________________________

State ______________________________________

Zip Code ______________________________________

County______________________________________

(If Different) Mailing Address ______________________________________

City ______________________________________

State ______________________________________

Zip Code ______________________________________

3. The name of the merged entity is _____________________________,

a (check one)

[___] corporation,
[___] nonprofit corporation,
[___] professional corporation,
[___] limited liability company,
[___] limited partnership,
[___] partnership,
[___] limited liability partnership organized

under the laws of __________________________________,

4. Attached is a copy of the Plan of Merger that was duly approved by each merging business entity or unincorporated entity in the manner required by law.

5. With respect to the surviving entity (check the appropriate response):

a. If the surviving entity is a North Carolina corporation or professional corporation:

(i) ___ Shareholder approval was not required for the merger.

(ii) ___ Shareholder approval was required for the merger, and the plan of merger was approved by the shareholders as required by Chapter 55 or Chapter 55B, if applicable, of the North Carolina General Statutes.

b. If the surviving entity is a North Carolina nonprofit corporation:

(i) ___ Member approval was not required for the merger, and the plan of merger was approved by a sufficient vote of the board of directors.

(ii) ___ Member approval was required for the merger, and the plan of merger was approved by the members as required by Chapter 55A of the North Carolina General Statutes.

(iii) ___ Approval of the plan of merger by some person or persons other than the members or the board was required pursuant to N.C.G.S. Section 55A-11-03(a)(3), and such approval was obtained.

c. If the surviving entity is a North Carolina limited liability company:

(i) ___The merger was approved in the manner provided by the articles of organization or a written operating agreement providing for approval of a merger with the type of business entity contemplated in the plan of merger.

(ii) ___The merger was approved by the unanimous consent of the members of the limited liability company.

d. If the surviving entity is a North Carolina partnership, including a limited liability partnership, or a North Carolina limited partnership:

(i) ___The merger was approved in the manner provided in a written partnership agreement that is binding on all the partners for approval of a merger with the type of business entity contemplated in the plan of merger.

(ii) ___The merger was approved by the unanimous consent of the partners.

e. ____ The surviving entity is a foreign entity, including a corporation, nonprofit corporation, professional corporation, limited liability company, partnership, limited liability partnership or limited partnership, and the merger was approved in accordance with the laws of the state or country governing the organization and internal affairs of the foreign entity.

6. With respect to the merged entity (check the appropriate response):

a. If the merged entity is a North Carolina corporation or professional corporation:

(i) ___ Shareholder approval was not required for the merger.

(ii) ___ Shareholder approval was required for the merger, and the plan of merger was approved by the shareholders as required by Chapter 55 or Chapter 55B, if applicable, of the North Carolina General Statutes.

b. If the merged entity is a North Carolina nonprofit corporation:

(i) ___ Member approval was not required for the merger, and the plan of merger was approved by a sufficient vote of the board of directors.

(ii) ___ Member approval was required for the merger, and the plan of merger was approved by the members as required by Chapter 55A of the North Carolina General Statutes.

(iii) ___ Approval of the plan of merger by some person or persons other than the members or the board was required pursuant to N.C.G.S. Section 55A-11-03(a)(3), and such approval was obtained.

c. If the merged entity is a North Carolina limited liability company:

(i) ___The merger was approved in the manner provided by the articles of organization or a written operating agreement providing for approval of a merger with the type of business entity contemplated in the plan of merger.

(ii) ___The merger was approved by the unanimous consent of the members of the limited liability company.

d. If the merged entity is a North Carolina partnership, including a limited liability partnership, or a North Carolina limited partnership:

(i) ___The merger was approved in the manner provided in a written partnership agreement that is binding on all the partners for approval of a merger with the type of business entity contemplated in the plan of merger.

(ii) ___The merger was approved by the unanimous consent of the partners.

e. ____ The merged entity is a foreign entity, including a corporation, nonprofit corporation, professional corporation, limited liability company, partnership, limited liability partnership or limited partnership, and the merger was approved in accordance with the laws of the state or country governing the organization and internal affairs of the foreign entity.

7. The merger is permitted by the law of the state or country governing the organization and internal affairs of each merging business entity.

8. Each business entity that is a party to the merger has complied or shall comply with the applicable laws of the state or country governing its organization and internal affairs.

9. If the surviving business entity is not authorized to transact business or conduct affairs in this State, it hereby agrees that it will file with the Secretary of State a statement of any subsequent change in its mailing address.

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

____________________________________

This the ____ day of ________________, 20______.

____________________________________
Name of Entity

____________________________________
Signature

____________________________________
Type or Print Name and Title


NOTES:

*A "Cross-entity Merger" may involve one or more business corporations, nonprofit corporations, limited liability companies, partnerships, limited liability partnerships or limited partnerships. The phrase "Cross-entity Merger" is used solely for administrative and identification purposes within the Department of the Secretary of State.

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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