Articles Of Merger Business Corporation (North Carolina)
This form is for Articles of Merger of a business corporation in North Carolina. The form provided here is simply a sample of what the actual Form B-04 looks like.
State of North Carolina
Department of the Secretary of State
CORPORATIONS DIVISION
P. O. BOX 29622
RALEIGH, NC 27626-0622
ARTICLES OF MERGER
BUSINESS CORPORATION
Pursuant to ยง55-11-05 of the General Statutes of North Carolina, the undersigned corporation does hereby submit the following Articles of Merger as the surviving corporation in a merger between two domestic business corporations.
1. The name of the surviving corporation is _________________, a corporation organized under the laws of North Carolina;
the name of the merged corporation is ___________________________, a corporation organized under the laws of North Carolina.
2. Attached is a copy of the Plan of Merger that was duly approved in the manner prescribed by law by each of the corporations participating in the merger.
3. With respect to the surviving corporation (check either a or b, as applicable):
a. ____ Shareholder approval was not required for the merger.
b. ____ Shareholder approval was required for the merger, and the plan of merger was approved by the shareholders as required by Chapter 55 of the North Carolina General Statutes.
4. With respect to the merged corporation (check either a or b, as applicable):
a. ____ Shareholder approval was not required for the merger.
b. ____ Shareholder approval was required for the merger, and the plan of merger was approved by the shareholders as required by Chapter 55 of the North Carolina General Statutes.
5. These articles will be effective upon filing, unless a delayed date and/or time is specified:
___________
This the ______ day of ___________, 20______
_________________________________________
Name of Corporation
_________________________________________
Signature
_________________________________________
Type or Print Name and Title
NOTES:
1. Filing fee is $50. This document and one exact or conformed copy of these articles must be filed with the Secretary of State.
2. Certificate(s) of Merger must be registered pursuant to the requirements of N.C.G.S. Section 47-18.1.
-----------------------------
INSTRUCTIONS FOR FILLING OUT THIS FORM
-----------------------------
Item 1: Enter the exact names of the two corporations participating in the merger.
Item 2: The statute requires a plan of merger (G.S. 55-11-01) setting out the names of the corporations participating in the merger, designating the merging corporations and the surviving corporation, the terms and conditions of the merger, the consideration for which the merging corporation's shares are to be surrendered, and other provisions. The Articles of Incorporation of the surviving corporation may be amended. Shares of the merging corporation may be exchanged for shares of the surviving corporation, cash, or other consideration. A simple plan of merger follows the official form.
Items 3 & 4: Ordinarily, plans of merger are first adopted by the directors and then approved by the shareholders of the respective