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Articles of Consolidation/Merger (Massachusetts)

This form is for consolidating/merging corporations. 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. _________________

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 78)


*Consolidation / *merger of _______________________________________,

the constituent corporations, into _____________________________,

*a new corporation / *one of the constituent corporations.

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:


*Delete the inapplicable word. **If there are no provisions state "None".
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)
(a) The purpose of the resulting corporation is to engage in the following business activities:


(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".


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 (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:

The undersigned officers of the several constituent corporations listed above further state under the penalties of perjury as to their respective corporations that the agreement of *consolidation / *merger has been duly executed on behalf of such corporation and duly approved by the stockholders of such corporation in the manner required by General Laws, Chapter 156B, Section 78.


_____________________________ , *President / *Vice President,

_____________________________ , *Clerk / *Assistant Clerk,

of _____________________________________________. (Name of constituent corporation)

________________________________________________, *President / *Vice President,

________________________________________________, *Clerk / *Assistant Clerk,

of _____________________________________________. (Name of constituent corporation)

*Delete the inapplicable words.


ARTICLES OF *CONSOLIDATION / *MERGER
(General Laws, Chapter 156B, Section 78)

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: _______________________________

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