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Articles Of Merger, Consolidation, Or Exchange (Illinois)

This form is for articles of merger, consolidation, or exchange of a corporation in Illinois. The form provided here is simply a sample of what the actual Form BCA-11.25 looks like.

File # ________________________________

Form BCA-11.25

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 CONSOLIDATION OR EXCHANGE

1. Names of the corporations proposing to merge/consolidate/exchange shares, and the state or country of their incorporation:

Name of Corporation ________________________________________________

State or Country of Incorporation ______________________

Corporation File Number ______________________


Name of Corporation ______________________________________

State or Country of Incorporation ______________________

Corporation File Number ______________________

2. The laws of the state or country under which each corporation is incorporated permits such merger, consolidation or exchange.

3. (a) Name of the surviving/new/acquiring corporation: ______________________________

(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/consolidation/exchange is as follows:

______________________________

______________________________

5. Plan of merger/consolidation/exchange was approved, as to each corporation not organized in Illinois, 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 surviving, new or acquiring corporation 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, new or acquiring corporation 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, new or acquiring corporation.

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. (Complete this item if reporting a merger under § 11.30--90% owned subsidiary provisions.)

a. The number of outstanding shares of each class of each merging subsidiary corporation and the number of such shares of each class owned immediately prior to the adoption of the plan of merger by the parent corporation, are:

Name of Corporation ______________________________

Total Number of Shares Outstanding of Each Class ______________________________

Number of Shares of Each Class Owned Immediately Prior to Merger by the Parent Corporation ____________________________


Name of Corporation ______________________________

Total Number of Shares Outstanding of Each Class ______________________________

Number of Shares of Each Class Owned Immediately Prior to Merger by the Parent Corporation ____________________________


Name of Corporation ______________________________

Total Number of Shares Outstanding of Each Class ______________________________

Number of Shares of Each Class Owned Immediately Prior to Merger by the Parent Corporation ____________________________


b. (Not applicable to 100% owned subsidiaries)

The date of mailing a copy of the plan of merger and notice of the right to dissent to the shareholders of each merging subsidiary corporation was _____________________ (Month & Day), _________ (Year).

Was written consent for the merger or written waiver of the 30-day period by the holders of all the outstanding shares of all subsidiary corporations received? ____ Yes ____ No

(If the answer is "No," the duplicate copies of the Articles of Merger may not be delivered to the Secretary of State until after 30 days following the mailing of a copy of the plan of merger and of the notice of the right to dissent to the shareholders of each merging subsidiary corporation.)

8. 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)

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