Certificate of Merger/Consolidation (Michigan)
This form certifies a merger/consolidation of a Domestic Nonprofit Corporation in Michigan. The form provided here is simply a sample of what the actual Form 550 looks like.
MICHIGAN DEPARTMENT OF CONSUMER & INDUSTRY SERVICES
BUREAU OF COMMERCIAL SERVICES
This document is effective on the date filed, unless a subsequent effective date within 90 days after received date is stated in the document.
Name: __________________________
Address: __________________________
City: ___________________________
State: __________________________
Zip Code: ______________________
Document will be returned to the name and address you enter above.
If left blank document will be mailed to the registered office.
CERTIFICATE OF MERGER / CONSOLIDATION
For use by Domestic Nonprofit Corporations
Pursuant to the provisions of Act 162, Public Acts of 1982 (nonprofit corporations), the undersigned corporations execute the following Certificate:
1. The Plan of Merger (Consolidation) is as follows: _____________________
a. The name of each constituent corporation and its identification number is: _______________
b. The name of the surviving (new) corporation and its identification number is: _______________
c. For each constituent stock corporation, state:
Name of corporation __________________
Designation and number of outstanding shares of each class _________________
Indicate classes of shares entitled to vote _________________
Indicate each class, if any, entitled to vote as a class _________________
If the number of shares is subject to change prior to the effective date of the merger or consolidation, the manner in which the change may occur is as follows: _______________________
2.
a) For each corporation organized on a membership basis, state
(a) the name of the corporation ________________________________,
(b) a description of its members ________________________________,
and
(c) the number, classification and voting rights of its members __________________________.
b) For each corporation organized on a directorship basis, state
(a) the name of the corporation _______________________________,
(b) a description of the organization of its board ___________________________, and
(c) the number, classification and voting rights of its directors _______________________.
c) State the terms and conditions of the proposed merger or consolidation. Include the manner and basis of converting the shares of, or membership or other interests in, each constituent corporation into shares, bonds, or other securities of, or membership or other interest in, the surviving or consolidated corporation, or into cash or other consideration ______________________.
d) If a consolidation, the Articles of Incorporation of the consolidated corporation are attached to this Certificate and are incorporated herein. If a merger, the amendments to the Articles, or a restatement of the Articles, of the surviving corporation to be effected by the merger are as follows: ________________________
e) Other provisions with respect to the merger (consolidation) are as follows: ___________________
3. The corporation has complied with the applicable provisions of the law of the jurisdiction where it is organized.
4. (Complete only if an effective date is desired other than the date of filing. The date must be no more than 90 days after receipt of this document in this office.)
The merger (consolidation) shall be effective on the ___________________ day of __________________, __________
5. The Plan of Merger or consolidation was approved by:
____ the Board of Directors and shareholders or members of the following Michigan corporation(s) in accordance with Sections 701 and 703(1) and (2) of the Act: ___________________
____ the Board of Directors of the following Michigan corporation(s) organized on a directorship basis in accordance with Section 703(3) of the Act: ___________________
By ______________________________ (Signature of President, Vice-President, Chairperson or Vice-Chairperson)
_________________________________ (Type or Print Name and Title)
_________________________________ (Name of Corporation)
By ______________________________ (Signature of President, Vice-President, Chairperson or Vice-Chairperson)
_________________________________ (Type or Print Name and Title)
_________________________________ (Name of Corporation)
Preparer's Name ______________________________
Business Telephone Number ______________________________
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INSTRUCTIONS FOR FILLING OUT THIS FORM
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1. The merger/consolidation cannot be filed until this form, or a comparable document, is submitted.
2. Submit one original of this document. Upon filing, the document will be added to the records of the Bureau of Commercial Services.
The original will be returned to your registered office address, unless you enter a different address in the box on the front of this document.
Since this document will be maintained on electronic format, it is important that the filing be legible. Documents with poor black and white contrast, or otherwise illegible, will be rejected.
3. The Certificate is to be used pursuant to sections 701 through 707 of Act 162, P.A. of 1972, for the purpose of merging or consolidating two or more domestic and/or foreign corporations and pursuant to Section 731 or 736 if the merger or consolidation involves one or more foreign corporations.
4. If more than two corporations are merging or consolidating, the Certificate may be adjusted as necessary, or the format may be used as a guide in drafting your own certificate. If additional space is required for any section, continue the section on an attachment.
5. Item 4 - This document is effective on the date endorsed "Filed" by the Bureau. A later effective date, no more than 90 days after the date of delivery, may be stated.
6. A consent to the merger, or a written statement that the consent is not required, must be obtained from the Consumer Protection and Charitable Trusts Division, Michigan Attorney General, P.O. Box 30214, 525 West Ottawa, Lansing, MI 48909 (517) 373-1152 and submitted for all nonprofit charitable purpose corporations merging or consolidating into a for profit corporation or a foreign nonprofit corporation that does not have a Michigan certificate of authority. Application for the consent should be made at least 45 days before the desired effective date of the merger. If the consent or written statement is not submitted with the document, it will be returned to the submitter and our files closed.
7. This Certificate must be signed by the president, vice-president, chairperson or vice-chairperson of each domestic corporation that is merging or consolidating.
8. NONREFUNDABLE FEE: Make remittance payable to the State of Michigan. Include corporation name and identification number on check or money order. This fee must be remitted for each domestic corporation involved in the merger ....................... $50.00
Consolidation - Organization fees are required for the Articles of Incorporation of the new consolidated domestic corporation.
To submit by mail:
Michigan Department of Consumer & Industry Services
Bureau of Commercial Services
Corporation Division
7150 Harris Drive
P.O. Box 30054
Lansing, MI 48909
To submit in person:
6546 Mercantile Way
Lansing, MI
Telephone: (517) 241-6400
Fees may be paid by VISA or Mastercard when delivered in person to our office.
MICH-ELF (Michigan Electronic Filing System):
First time users: Call (517) 241-6420 or visit our website at https://www.cis.state.mi.us/bcs/corp/
Customer with MICH-ELF Filer Account: Send document to (517) 241-9845.