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Articles Of Merger Between Illinois Corporations And Limited Liability Companies

This form is to merge Illinois corporations and limited liability companies. The form provided here is simply a sample of what the actual Form BCA-11.39 looks like.

File # ________________________________

Form BCA-11.39

Jesse White
Secretary of State
Department of Business Services
Springfield, IL 62756
Telephone (217) 785-2237
(217) 785-6033
https://www.sos.state.il.us

DO NOT SEND CASH!

Remit payment in check or money order, payable to "Secretary of State."

Filing Fee is $100, but if merger or consolidation involves more than 2 corporations, $50 for each additional corporation.

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SUBMIT IN DUPLICATE

This space for use by Secretary of State

Date ________________________________

Filing Fee $________________________________

Approved: ________________________________

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Articles Of Merger Between Illinois Corporations And Limited Liability Companies

1. Names of the corporations and limited liability companies proposing to merge and the state and country of their organization:

Name of Corporation Limited Liability Company ________________________________________________

State or Country of Organization ______________________

Corporation File Number ______________________


Name of Corporation Limited Liability Company ________________________________________________

State or Country of Organization ______________________

Corporation File Number ______________________

2. The laws of the state or country under which each corporation and Limited Liability Company are organized, permit such merger.

3.(a) Name of the surviving party: ______________________________

(b.) it shall be governed by the laws of: ______________________________

If not sufficient space to cover this point, add one or more sheets of this size.

4. Plan of merger is as follows:

______________________________

______________________________

5. Plan of merger was approved, as to each limited liability company, in compliance with the laws of the state under which it is organized, and (b) as to each Illinois corporation, as follows:

(The following items are not applicable to mergers under §11.30 -- 90% owned subsidiary provisions. See Article 7.)

(Only "X" one box for each Illinois corporation)

Name of Corporation _________________________________

By the shareholders, a resolution of the board of directors having been duly adopted and submitted to a vote at a meeting of shareholders. Not less than the minimum number of votes required by statute and by the articles of incorporation voted in favor of the action taken. (§ 11.20) _________________________________ ____

By written consent of the shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with § 7.10 (§ 11.220) _________________________________ ____

By written consent of ALL the shareholders entitled to vote on the action, in accordance with § 7.10 & § 11.20 _________________________________ ____


Name of Corporation _________________________________

By the shareholders, a resolution of the board of directors having been duly adopted and submitted to a vote at a meeting of shareholders. Not less than the minimum number of votes required by statute and by the articles of incorporation voted in favor of the action taken. (§ 11.20) _________________________________ ____

By written consent of the shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with § 7.10 (§ 11.220) _________________________________ ____

By written consent of ALL the shareholders entitled to vote on the action, in accordance with § 7.10 & § 11.20 _________________________________ ____


Name of Corporation _________________________________

By the shareholders, a resolution of the board of directors having been duly adopted and submitted to a vote at a meeting of shareholders. Not less than the minimum number of votes required by statute and by the articles of incorporation voted in favor of the action taken. (§ 11.20) _________________________________ ____

By written consent of the shareholders having not less than the minimum number of votes required by statute and by the articles of incorporation. Shareholders who have not consented in writing have been given notice in accordance with § 7.10 (§ 11.220) _________________________________ ____

By written consent of ALL the shareholders entitled to vote on the action, in accordance with § 7.10 & § 11.20 _________________________________ ____

6. (Not applicable if survivor is an Illinois corporation)

It is agreed that, upon and after the issuance of a certificate of merger, consolidation or exchange by the Secretary of State of the State of Illinois:

a. The surviving, limited liability company may be served with process in the State of Illinois in any proceeding for the enforcement of any obligation of any corporation organized under the laws of the State of Illinois which is a party to the merger, consolidation or exchange and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such corporation organized under the laws of the State of Illinois against the surviving limited liability company.

b. The Secretary of State of the State of Illinois shall be and hereby is irrevocably appointed as the agent of the surviving, new or acquiring corporation to accept service of process in any such proceedings, and

c. The surviving, new, or acquiring corporation will promptly pay to the dissenting shareholders of any corporation organized under the laws of the State of Illinois which is a party to the merger, consolidation or exchange the amount, if any, to which they shall be entitled under the provisions of "The Business Corporation Act of 1983" of the State of Illinois with respect to the rights of dissenting shareholders.

7.(a.) The undersigned corporations have caused these articles to be signed by their duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true. (All signatures must be in BLACK INK.)


Dated _____________________________ (Month & Day), _________ (Year)

______________________________________ (Exact Name of Corporation)

attested by ______________________________ (Signature of Secretary or Assistant Secretary)

______________________________________ (Type or Print Name and Title)

by ______________________________________ (Signature of President or Vice President)

______________________________________ (Type or Print Name and Title)


Dated _____________________________ (Month & Day), _________ (Year)

______________________________________ (Exact Name of Corporation)

attested by ______________________________ (Signature of Secretary or Assistant Secretary)

______________________________________ (Type or Print Name and Title)

by ______________________________________ (Signature of President or Vice President)

______________________________________ (Type or Print Name and Title)


7.(b.) The undersigned limited liability companies have caused these articles to be signed by their duly authorized person, each of whom affirms, under penalties of perjury, that the facts stated herein are true.
(All signatures must be in BLACK INK.)

Dated _____________________________ (Month & Day), _________ (Year)

______________________________________ (Exact Name of Limited Liability Company)

by ______________________________ (Signature)

______________________________________ (Type or Print Name and Title)


Dated _____________________________ (Month & Day), _________ (Year)

______________________________________ (Exact Name of Limited Liability Company)

by ______________________________ (Signature)

______________________________________ (Type or Print Name and Title)

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