Articles of Merger or Share Exchange (South Carolina)
These are articles of corporation mergers or share exchange in South Carolina. The form provided here is simply a sample of what the actual Form DOM05 looks like.
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
ARTICLES OF MERGER
OR SHARE EXCHANGE
TYPE OR PRINT CLEARLY IN BLACK INK
Pursuant to Section 33-11-105 of the 1976 South Carolina Code of Laws, as amended, the undersigned as the surviving corporation in a merger or the acquiring corporation in a share exchange, as the case may be, hereby submits the following information:
1. The name of the surviving or acquiring corporation is
____________________________
2. Attached hereto and made a part hereof is a copy of the Plan of Merger or Share Exchange (see Sections 33-11-101 (merger) 33-11-102 (share exchange), 33-11-104 (merger of subsidiary into parent) 33-11-107 (merger or share exchange with a foreign corporation), and 33-11-108 (merger of a parent corporation into one of its subsidiaries) of the 1976 South Carolina Code of Laws, as amended).
3. Complete the following information to the extent it is relevant with respect to each corporation which is a party to the transaction:
(a) Name of the corporation ____________________________
Complete either (1) or (2), whichever is applicable:
(1) [____] Shareholder approval of the merger or stock exchange was not required (See Sections 33-11-103(h), 33-11-104 (a), and 33-11-108(a) of the 1976 South Carolina Code of Laws, as amended).
(2) [____] The Plan of Merger or Share Exchange was duly approved by shareholders of the corporation as follows:
Voting Group ____________________
Number of Outstanding Shares ____________________
Number of Votes Entitled to be Cast ____________________
Number of Votes Represented at the meeting ____________________
Number of Undisputed Shares*
For ____________________
or
Against ____________________
Voting Group ____________________
Number of Outstanding Shares ____________________
Number of Votes Entitled to be Cast ____________________
Number of Votes Represented at the meeting ____________________
Number of Undisputed Shares*
For ____________________
or
Against ____________________
Voting Group ____________________
Number of Outstanding Shares ____________________
Number of Votes Entitled to be Cast ____________________
Number of Votes Represented at the meeting ____________________
Number of Undisputed Shares*
For ____________________
or
Against ____________________
*NOTE: Pursuant to Section 33-10-106(6)(i) of the 1976 South Carolina Code of Laws, as amended, the corporation can alternatively state the total number of disputed shares cast for the amendment by each voting group together with a statement that the number of cast for the amendment by each voting group was sufficient for approval by that voting group.
(b) Name of the corporation: ____________________________
Complete either (1) or (2), whichever is applicable:
(1) [____] Shareholder approval of the merger or stock exchange was not required (See
Sections 33-11-103(h), 33-11-104(a), and 33-11-108 (a)).
(2) [____] The plan of Merger or Share Exchange was duly approved by shareholders of the corporation as follows:
Voting Group ____________________
Number of Outstanding Shares ____________________
Number of Votes Entitled to be Cast ____________________
Number of Votes Represented at the meeting ____________________
Number of Undisputed Shares*
For ____________________
or
Against ____________________
Voting Group ____________________
Number of Outstanding Shares ____________________
Number of Votes Entitled to be Cast ____________________
Number of Votes Represented at the meeting ____________________
Number of Undisputed Shares*
For ____________________
or
Against ____________________
*NOTE: Pursuant to Section 33-11-105 (a )(3)(ii) of the 1976 South Carolina Code of Laws, as amended, the corporation can alternatively state the total number of undisputed shares cast for the amendment by each voting group together with a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.
4. Unless a delayed date is specified, the effective date of this document shall be the date it is accepted for filing by the Secretary of State ( See Section 33-1-230(b)of the 1976 South Carolina Code of Laws): ____________________
Date ___________________________
Name of Surviving or Acquiring Corporation ________________________
Signature and Office ___________________________
Type or Print Name and Office ___________________________
___________________________
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INSTRUCTIONS FOR FILLING OUT THIS FORM
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1. Two copies of this form, the original and either a duplicate original or a conformed copy, must by filed.
2. Filing fee (payable to the Secretary of State at the time of filing of this document)
Filing Fee ............................................................................$ 10.00
Filing Tax ............................................................................$100.00
Total...................................................................................$110.00
3. TWO COPIES OF THE PLAN OF MERGER OR SHARE EXCHANGE MUST BE FILED WITH THIS FORM AS AN ATTACHMENT.
Return to: Secretary of State
P.O. Box 11350
Columbia, SC 29211