Application For Certificate Of Withdrawal By Reason Of Merger, Consolidation Or Conversion (North Carolina)
This form is an application for certificate of withdrawal by reasons of merger, consolidation, or conversion in North Carolina. The form provided here is simply a sample of what the actual Form BN-09 looks like.
State of North Carolina
Department of the Secretary of State
CORPORATIONS DIVISION
P. O. BOX 29622
RALEIGH, NC 27626-0622
APPLICATION FOR CERTIFICATE OF WITHDRAWAL BY REASON OF MERGER, CONSOLIDATION OR CONVERSION
Pursuant to §55-15-21, §55A-15-21, § 57C-7-12, or § 59-909, as applicable, of the General Statutes of North Carolina, the undersigned entity, as the surviving or resulting entity in a statutory merger, consolidation or conversion hereby applies to the Secretary of State for a Certificate of Withdrawal for the foreign entity(ies) authorized to transact business or conduct affairs in the State of North Carolina named below, whose separate existence has ceased as a result of the merger, consolidation or conversion, and for that purpose submits the following statement:
1. The name of the surviving or resulting entity is: _____________________________
a. The surviving or resulting entity is incorporated, organized or created under the laws of: _____________________________
b. The type of entity of the surviving or resulting entity:
____________________________________
2. The surviving or resulting entity is not authorized to transact business or conduct affairs in the State of North Carolina.
3. The name of each foreign entity authorized to transact business in North Carolina (and its fictitious name used in the State of North Carolina, if different from its official name) is:
_____________________________
_____________________________
a. The name of the state or country under whose law each such entity was incorporated, organized or created is:
_____________________________
b. The type of entity of each foreign entity:
_____________________________
4. The surviving or resulting entity hereby consents that service of process based on any cause of action arising in the State of North Carolina, or arising out of business transacted or affairs conducted in this State during the time each foreign entity was authorized to transact business or conduct affairs in this State may thereafter be made by service thereof on the Secretary of State.
5. The mailing address to which the Secretary of State may mail a copy of any process served pursuant to the paragraph above is:
C/O _____________________________
Address _____________________________
City _____________________________
State _____________________________
Zip Code _____________________________
6. The surviving or resulting entity hereby agrees to notify the Secretary of State in the future of any change in its mailing address.
7. Attached hereto is a copy of the articles of merger, consolidation or conversion or a certificate reciting the facts of the merger, consolidation or conversion duly authenticated by the Secretary of State or other official having custody of records of such entities in the state or country under the laws of which such merger was effected.
8. This application will be effective upon filing, unless a date and/or time is specified here:
_____________________________
This the ________day of ________________ , 20____
____________________________________ Name of Surviving/Resulting Entity
____________________________________ Signature
____________________________________ Type or Print Name and Title
NOTES
1. Filing fee is $10. This application and one exact or conformed copy of this application must be filed with the Secretary of State. The application must be accompanied by a copy of the articles of merger, consolidation or conversion or a certificate reciting the facts of the merger, consolidation or conversion duly authenticated by the Secretary of State or other official having custody of the records of such entities in the state or country under the laws of which the foreign entity was organized, incorporated or created.
2. This form is to be used only if the surviving corporation is not authorized to transact business or conduct affairs in North Carolina.