Articles of Merger (Florida)
These are articles of merger for a non-profit corporation in Florida. The form provided here is simply a sample of what the actual form looks like.
ARTICLES OF MERGER
(Not for Profit Corporations)
The following articles of merger are submitted in accordance with the Florida Not For Profit Corporation Act pursuant to section 617.1105, Florida Statutes.
First: The name and jurisdiction of the surviving corporation:
Name _________________________
Jurisdiction _________________________
Second: The name and jurisdiction of each merging corporation:
Name _________________________
Jurisdiction _________________________
Name _________________________
Jurisdiction _________________________
Name _________________________
Jurisdiction _________________________
Third: The Plan of Merger is attached.
Fourth: The merger shall become effective on the date the Articles of Merger are filed with the Florida Department of State
OR _________________________ (Enter a specific date. NOTE: An effective date cannot be prior to the date of filing or more than
90 days in the future).
(Attach additional sheets if necessary)
Fifth: ADOPTION OF MERGER BY SURVIVING CORPORATION
(COMPLETE ONLY ONE SECTION)
SECTION I
The plan of merger was adopted by the members of the surviving corporation
on ________________________.
The number of votes cast for the merger was sufficient for approval and the vote for the plan was as follows:
____________ FOR ___________AGAINST
SECTION II
(CHECK IF APPLICABLE)________ The plan or merger was adopted by written consent of the members and executed in accordance with section 617.0701, Florida Statutes.
SECTION III
There are no members or members entitled to vote on the plan of merger.
The plan of merger was adopted by the board of directors on ______________.
The number of directors in office was ______________.
The vote for the plan was as follows:
_____________ FOR ____________ AGAINST
Sixth: ADOPTION OF MERGER BY MERGING CORPORATION(s)
(COMPLETE ONLY ONE SECTION)
SECTION I
The plan of merger was adopted by the members of the merging corporation(s)
on ________________________.
The number of votes cast for the merger was sufficient for approval and the vote for the plan was as follows:
____________ FOR ___________AGAINST
SECTION II
(CHECK IF APPLICABLE)________ The plan or merger was adopted by written consent of the members and executed in accordance with section 617.0701, Florida Statutes.
SECTION III
There are no members or members entitled to vote on the plan of merger.
The plan of merger was adopted by the board of directors on ______________.
The number of directors in office was ______________.
The vote for the plan was as follows:
_____________ FOR ____________ AGAINST
Seventh: SIGNATURES FOR EACH CORPORATION
Name of Corporation _______________________________
Signature _______________________________
Typed or Printed Name of Individual & Title ______________________
______________________
Name of Corporation _______________________________
Signature _______________________________
Typed or Printed Name of Individual & Title ________________________
______________________
Name of Corporation _______________________________
Signature _______________________________
Typed or Printed Name of Individual & Title ________________________
______________________
PLAN OF MERGER
The following plan of merger is submitted in compliance with section 617.1101, Florida Statutes and in accordance with the laws of any other applicable jurisdiction of incorporation.
The name and jurisdiction of the surviving corporation:
Name _______________________________
Jurisdiction _______________________________
The name and jurisdiction of each merging corporation:
Name _______________________________
Jurisdiction _______________________________
Name _______________________________
Jurisdiction _______________________________
Name _______________________________
Jurisdiction _______________________________
The terms and conditions of the merger are as follows:
_______________________________
_______________________________
A statement of any changes in the articles of incorporation of the surviving corporation to be effected by the merger are as follows:
_______________________________
_______________________________
Other provisions relating to the merger are as follows:
_______________________________
_______________________________
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INSTRUCTIONS FOR FILLING IN FORM
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This form is to be used only when two or more not for profit corporations merge. This form is basic and may not meet your specific merger needs. The advice of an attorney is recommended.
Fees:
Filing Fee: $35.00 for each merging and surviving corporation
Certified Copy (optional) $8.75 for the first 8 pages, and $1 for each additional page not to exceed a maximum of $52.50.
Make checks payable to the Florida Department of State and mail to:
Mailing Address:
Division of Corporations
P.O. Box 6327
Tallahassee, FL 323l4
Street Address:
Division of Corporations
409 E. Gaines St.
Tallahassee, FL 32399