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Certificate of Merger (New York)

This is a certificate of merger of a foreign entity and a domestic limited liability company into a domestic limited liability company in New York. The form provided here is simply a sample of what the actual Form DOS-1371 looks like.

NYS Department of State
Division of Corporations, State Records and UCC
41 State Street, Albany, NY 12231-0001
www.dos.state.ny.us


CERTIFICATE OF MERGER
OF

_____________________________ (Insert name of Foreign Entity)

AND

_____________________________ (Insert name of Domestic Limited Liability Company)

INTO

_____________________________ (Insert name of Domestic Limited Liability Company)

Under Section 1003 of the Limited Liability Company Law

FIRST: The name (and if the name has been changed, the name under which it was formed) and jurisdiction of formation or organization of each limited liability company or other business entity that is to merge

is: _____________________________

SECOND: For each domestic limited liability company and domestic other business entity, the date when its initial articles of organization or formation document was filed with Department of State

is: _____________________________

THIRD: For each foreign limited liability company and foreign other business entity, the jurisdiction and date of filing of its original articles of organization or formation document and the date when its application for authority was filed by the Department of State is (if no such application has been filed, a statement to such effect):

__________________________

FOURTH: The agreement of merger has been approved and executed by each domestic limited liability company or other business entities that is a party hereto.

FIFTH: The name of the surviving domestic limited liability company

is: _____________________________

SIXTH: (optional) The future effective date of the merger, which does not exceed 30 days from the date of filing,

is: _____________________________

SEVENTH: The Secretary of State is designated as agent of the surviving limited liability company upon whom process against it may be served. The address within or without this state to which the Secretary of State shall mail a copy of any process against the limited liability company served upon him or her

is: _____________________________

EIGHTH: The merger is permitted by the jurisdiction of organization or incorporation for each foreign limited liability company or foreign other business entity and is in compliance therewith.

NINTH: The agreement of merger is on file at the following place of business of the surviving domestic limited liability company:

_____________________________

TENTH: A copy of the agreement of merger will be furnished by the surviving domestic limited liability company on request and without cost to any member of any domestic limited liability company or to any person holding an interest in any other business entity that is to merge pursuant to such agreement.


____________________________________ (Name of Entity)

____________________________________ (Signature)

____________________________________ (Type or print name)

____________________________________ (Title or capacity of signer)

____________________________________ (Name of Domestic Limited Liability Company)

____________________________________ (Signature)

____________________________________ (Type or print name)

____________________________________ (Title or capacity of signer)


CERTIFICATE OF MERGER
OF

____________________________________ (Insert name of Foreign Entity)

AND

____________________________________ (Insert name of Domestic Limited Liability Company)

INTO

____________________________________ (Insert name of Domestic Limited Liability Company)

Under Section 1003 of the Limited Liability Company Law


Filed by: ____________________________________ (Name)

____________________________________ (Mailing address)

____________________________________ (City, State and ZIP code)

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