Articles of Consolidation/Merger for Corporations Organized Outside of Massachusetts
This form is for consolidating/merging corporations that were formed outside the State of Massachusetts. The form provided here is simply a basic structure for what you may need in order to apply for your corporation's consolidation/merger.
FEDERAL IDENTIFICATION NO. _________________
The Commonwealth of Massachusetts
William Francis Galvin
Secretary of the Commonwealth
One Ashburton Place, Boston, Massachusetts 02108-1512
ARTICLES OF *CONSOLIDATION / *MERGER
(General Laws, Chapter 156B, Section 79)
*Consolidation / *merger of ________________________________________,
the constituent corporations, into _____________________________,
*a new corporation / *one of the constituent corporations organized under the laws of: ___________________________
The undersigned officers of each of the constituent corporations certify under the penalties of perjury as follows:
1. An agreement of *consolidation / *merger has been duly adopted in compliance with the requirements of General Laws, Chapter 156B, Section 78, and will be kept as provided by Subsection (d) thereof. The *resulting / *surviving corporation will furnish a copy of said agreement to any of its stockholders, or to any person who was a stockholder of any constituent corporation, upon written request and without charge.
2. The effective date of the *consolidation / *merger determined pursuant to the agreement of *consolidation /*merger shall be the date approved and filed by the Secretary of the Commonwealth. If a later effective date is desired, specify such date which shall not be more than thirty days after the date of filing:
3. (For a merger)
**The following amendments to the Articles of Organization of the surviving corporation have been effected pursuant to the agreement of merger:
(For a consolidation)
(a) The purpose of the resulting corporation is to engage in the following business activities:
*Delete the inapplicable words.
Note: If the space provided under any article or item on this form is insufficient, additions shall be set forth on separate 8 1/2 x 11 sheets of paper with a left margin of at least 1 inch. Additions to more than one article may be made on a single sheet as long as each article requiring each addition is clearly indicated.
(For a consolidation)
(b) State the total number of shares and the par value, if any, of each class of stock which the resulting corporation is authorized to issue.
WITHOUT PAR VALUE
NUMBER OF SHARES: Common: ____________ Preferred: _____________
WITH PAR VALUE
NUMBER OF SHARES: Common: ____________ Preferred: _____________
PAR VALUE: Common: _____________ Preferred: ______________
**(c) If more than one class of stock is authorized, state a distinguishing designation for each class and provide a description of the preferences, voting powers, qualifications, and special or relative rights or privileges of each class and of each series then established.
**(d) The restrictions, if any, on the transfer of stock contained in the agreement of consolidation are:
**(e) Other lawful provisions, if any, for the conduct and regulation of the business and affairs of the corporation, for its voluntary dissolution, or for limiting, defining, or regulating the powers of the corporation, or of its directors or stockholders, or of any class of stockholders:
**If there are no provisions state "None".
Item 4 below may be deleted if the resulting /surviving corporation is organized under the laws of a state other than Massachusetts.
4. The information contained in Item 4 is not a permanent part of the Articles of Organization of the *resulting / *surviving corporation.
(a) The street address of the *resulting / *surviving corporation in Massachusetts is: (post office boxes are not acceptable)
(b) The name, residential address, and post office address of each director and officer of the *resulting / *surviving corporation is:
PRESIDENT NAME _____________________________________________
RESIDENTIAL ADDRESS _____________________________________
POST OFFICE ADDRESS ______________________________________
TREASURER NAME _____________________________________________
RESIDENTIAL ADDRESS _____________________________________
POST OFFICE ADDRESS ______________________________________
CLERK NAME _____________________________________________
RESIDENTIAL ADDRESS _____________________________________
POST OFFICE ADDRESS ______________________________________
DIRECTORS NAME _____________________________________________
RESIDENTIAL ADDRESS _____________________________________
POST OFFICE ADDRESS ______________________________________
(c) The fiscal year end (i.e. tax year) of the *resulting / *surviving corporation shall end on the last day of the month of: _______________________
(d) The name and business address of the resident agent, if any, of the *resulting / *surviving corporation is:
Item 5 below may be deleted if the resulting/surviving corporation is organized under the laws of Massachusetts.
5. The *resulting / *surviving corporation hereby agrees that it may be sued in the Commonwealth of Massachusetts for any prior obligation of any constituent Massachusetts corporation, any prior obligation of any constituent foreign corporation qualified under General Laws, Chapter 181, and any obligations hereafter incurred by the *resulting / *surviving corporation, including the obligation created by General Laws, Chapter 156B, Section 85, so long as any liability remains outstanding against the corporation in the Commonwealth of Massachusetts, and it hereby irrevocably appoints the Secretary of the Commonwealth as its agent to accept service of process in any action for the enforcement of any such obligation, including taxes, in the same manner as provided in Chapter 181.
FOR MASSACHUSETTS CORPORATIONS
The undersigned *President / *Vice President and *Clerk / *Assistant Clerk of ________________________________, a corporation organized under the laws of Massachusetts, further state under the penalties of perjury that the agreement of *consolidation / *merger has been duly executed on behalf of such corporation and duly approved in the manner required by General Laws, Chapter 156B, Section 78.
________________________________________, *President / *Vice President
________________________________________, *Clerk / *Assistant Clerk
FOR CORPORATIONS ORGANIZED IN A STATE OTHER THAN MASSACHUSETTS
The undersigned,
† _________________________________________________
and ††___________________________________________,
of _______________________________________________,
a corporation organized under the laws of _____________________________________ , further state under the penalties of perjury that the agreement of *consolidation / *merger has been duly adopted by such corporation in the manner required by the laws of _____________________________.
† ____________________________________________________
†† ____________________________________________________
*Delete the inapplicable words.
†Specify the officer having powers and duties corresponding to those of the president or vice president of a Massachusetts corporation organized under General Laws, Chapter 156B.
††Specify the officer having powers and duties corresponding to the clerk or assistant clerk of such a Massachusetts corporation.
THE COMMONWEALTH OF MASSACHUSETTS
ARTICLES OF *CONSOLIDATION / *MERGER
(General Laws, Chapter 156B, Section 79)
I hereby approve the within Articles of *Consolidation / *Merger and, the filing fee in the amount of $ _______________ , having been paid, said articles are deemed to have been filed with me this __________ day of _________________________, 20 _____.
Effective date: ______________________________________________
WILLIAM FRANCIS GALVIN
Secretary of the Commonwealth
TO BE FILLED IN BY CORPORATION
Photocopy of document to be sent to:
____________________________________________________________
____________________________________________________________
____________________________________________________________
Telephone: ________________________________________________