Certificate of Merger (Michigan)
This form certifies a Cross Entity Merger for use by Profit Corporations, Limited Liability Companies and Limited Partnerships in Michigan. The form provided here is simply a sample of what the actual Form 550m 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
Cross Entity Merger for use by Profit Corporations, Limited Liability Companies and Limited Partnerships
Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), Act 23, Public Acts of 1993 (limited liability companies) and Act 213, Public Acts of 1982 (limited partnerships), the undersigned entities execute the following Certificate of Merger:
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) entity and its identification number is: _______________
Corporations and Limited Liability Companies provide the street address of the survivor's principal place of business: ________________________
2. (Complete only if an effective date is desired other than the date of filing. The date must be no more than 90 days after the receipt of this document in this office.)
The merger (consolidation) shall be effective on the _________________ day of ______________, ____________.
3. Complete for Profit Corporations only
For each constituent stock corporation, state:
Name of the corporation ________________________________
Designation and number of outstanding shares in each class or series ________________________________
Indicate class or series of shares entitled to vote _______________________
Indicate class or series entitled to vote as a class _____________________________
Name of the corporation ________________________________
Designation and number of outstanding shares in each class or series ________________________________
Indicate class or series of shares entitled to vote _______________________
Indicate class or series 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: ___________________
The manner and basis of converting shares are as follows: _____________________________
The amendments to the Articles, or a restatement of the Articles, of the surviving corporation to be effected by the merger are as follows: _____________________________
The Plan of Merger will be furnished by the surviving profit corporation, on request and without cost, to any shareholder of any constituent profit corporation.
The merger is permitted by the state or country under whose law it is incorporated and each foreign corporation has complied with that law in effecting the merger.
(Complete either Section (a) or (b) for each corporation)
a) The Plan of Merger was approved by the majority consent of the incorporators of _____________ a Michigan corporation which has not commenced business, has not issued any shares, and has not elected a Board of Directors.
_______________________________ (Signature of Incorporator)
_______________________________ (Type or Print Name)
_______________________________ (Signature of Incorporator)
_______________________________ (Type or Print Name)
_______________________________ (Signature of Incorporator)
_______________________________ (Type or Print Name)
_______________________________ (Signature of Incorporator)
_______________________________ (Type or Print Name)
b) The plan of merger was approved by:
____ the Board of Directors of __________________________ the surviving Michigan corporation, without approval of the shareholders in accordance with Section 703a of the Act.
____ the Board of Directors of the following Michigan corporation(s) in accordance with Section 703(a) of the Act: ___________________
By ______________________________ (Signature of Authorized Officer or Agent)
_________________________________ (Type or Print Name and Title)
_________________________________ (Name of Corporation)
By ______________________________ (Signature of Authorized Officer or Agent)
_________________________________ (Type or Print Name and Title)
_________________________________ (Name of Corporation)
4. Complete for any Limited Liability Companies only
Check one of the following:
____ There are no changes to be made to the Articles of Organization of the surviving limited liability company.
____ The amendments to the Articles, or a restatement of the Articles, of the surviving limited liability company to be effected by the merger are as follows: __________________
The manner and basis of converting the membership interests are as follows: __________________
The Plan of Merger was approved by the members of each constituent limited liability company in accordance with section 702(1).
The Plan of Merger was approved by the members of each domestic limited liability company in accordance with section 705a(5) and by each constituent business organization in the manner provided by the laws of the jurisdiction in which it is organized.
For each limited liability company involved in the merger, this document is signed in accordance with Section 103 of the Act.
Signed this ___________________ day of __________________, __________
By ______________________________ (Signature of Member or Manager)
_________________________________ (Type or Print Name)
_________________________________ (Name of Limited Liability Company)
Signed this ___________________ day of __________________, __________
By ______________________________ (Signature of Member or Manager)
_________________________________ (Type or Print Name)
_________________________________ (Name of Limited Liability Company)
5. Complete for any Limited Partnership only
The Plan of Merger/Consolidation was approved by the partners of each constituent limited partnership in accordance with section 210(3) and by each constituent business organization in the manner provided by the laws of the jurisdiction in which it is organized.
The manner and basis of converting the partnership interests are as follows: ___________________
Check one of the following:
____ The survivor is a limited partnership and there are no changes to be made to its Certificate of Limited Partnership.
____ The survivor is a domestic limited partnership. Its Certificate of Limited Partnership is amended as a result of the merger. A Restated Certificate of Limited Partnership is attached.
____ The survivor is a foreign limited partnership organized in the state of ________________ A copy of its Certificate of Limited Partnership as amended as a result of the merger is attached.
____ A new domestic limited partnership is created as a result of the consolidation. Its Certificate of Limited Partnership is attached.
____ A new limited partnership from the state of _________________ is created as a result of the consolidation. A copy of its Certificate of Limited Partnership or similar document is attached.
____ The survivor is a domestic business organization other than a limited partnership. The organizing or governing documents of the surviving business organization are amended as a result of the merger. A statement of these changes is attached.
____ A new business organization from the state of __________________ is created as a result of the consolidation. A copy of the organizing or governing documents of this new business organization are attached.
____ The survivor is a business organization from the state of __________________ A copy of its organizing or governing documents is attached. These documents are amended as a result of the merger. A statement of these changes is attached.
Signed this ___________________ day of __________________, __________
_________________________________ (Name of Limited Partnership)
By ____________________________ (Signature of General Partner)
_________________________________ (Type or Print Name)
Signed this ___________________ day of __________________, __________
_________________________________ (Name of Limited Partnership)
By ____________________________ (Signature of General Partner)
_________________________________ (Type or Print Name)
6. Complete for Corporations and Limited Liability Companies only
The assumed names being transferred to continue for the remaining effective period of the Certificate of Assumed Name on file prior to the merger are:
Assumed name ______________________
Corporation and/or LLC transferred from ____________________
Expiration date ______________________
Assumed name ______________________
Corporation and/or LLC transferred from ____________________
Expiration date ______________________
Assumed name ______________________
Corporation and/or LLC transferred from ____________________
Expiration date ______________________
New assumed names under which business is to be conducted are:
______________________
______________________
______________________
Name of person or organization remitting fees: ______________________________
Preparer's name and business Telephone Number ______________________________
Name of person or organization remitting fees: ______________________________
Preparer's name and 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. Limited Liability Companies: This Certificate is to be used pursuant to sections 701 through 704 of Act 23, P.A. of 1993, for the purpose of merging two or more domestic limited liability companies or any other business entity or pursuant to section 705 if the merger involves one or more domestic limited liability companies and one or more foreign limited liability companies or any other business entity.
Corporations: This Certificate is to be used pursuant to sections 701 through 707 of Act 284, P.A. of 1972, for the purpose of merging two or more domestic and/or foreign corporations and any other business entity.
Limited Partnerships: This Certificate is to be used pursuant to section 210 of Act 213, P.A. of 1982, for the purpose of merging two or more domestic and/or foreign limited partnership and any other business entity.
4. If more than two limited partnerships, limited liability companies, or corporations and other business organizations are merging, 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 2 - 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. Limited Liability Companies and Corporations: Item 6 - A limited liability company and/or a corporation participating in a merger, may transfer to the survivor the use of an assumed name for which a Certificate of Assumed Name is on file with the administrator prior to the merger.
A corporation or a limited liability company surviving a merger may use as an assumed name the name of a nonsurvivor by filing a Certificate of Assumed Name or by providing for the use of the assumed name in the Certificate of Merger. The survivor may also file a Certificate of Assumed Name or adopt in the Certificate of Merger an assumed name of a nonsurvivor that was not transferred in Item 6. A provision in the Certificate of Merger is treated as a new Certificate of Assumed Name.
7. Foreign Corporations: Pursuant to sections 1021 and 1035 of Act 284, P.A. of 1972, when a foreign corporation authorized to transact business in this state is a party to the merger, the foreign corporation shall file a certificate issued by the proper officer of the jurisdiction of its incorporation attesting to the occurrence of the merger. The merger will not be on file for the foreign corporation in Michigan and a foreign corporation which is a nonsurvivor will not be withdrawn or receive a Certificate of Withdrawal until the certificate evidencing the merger is filed. The fee is $10.00.
8. Limited Partnerships: A foreign limited partnership which is registered in Michigan and is a nonsurvivor will not be cancelled until a Certificate of Cancellation is filed.
9. Signatures:
Limited Liability Companies: This Certificate must be signed by a manager of a domestic limited liability company if management is vested in one or more managers, or by at least one member if management is vested in all the members.
Corporations: This Certificate must be signed by an authorized agent of each domestic corporation involved in the merger unless the incorporators of a domestic profit corporation approve the merger pursuant to sections 706 and 707 of the Act. In that event, the certificate must be signed by the majority of the incorporators of that corporation.
Limited Partnerships: This Certificate must be signed by one or more general partners of each domestic limited partnership involved in the merger.
10. FEES: Make remittance payable to the State of Michigan. Include entity name and identification number on check or money order. Fees are nonrefundable, except fees related to stock increases.
Limited Liability Companies: Each domestic limited liability company ............ $100.00
An attached Articles of Organization ................................................................................... $50.00
Each new Assumed Name for Limited Liability Company .......................................... $25.00
Corporations: Each domestic corporation involved in the merger ........................ $50.00
If a foreign corporation authorized to transact business in this state mergers into any domestic corporation, the resulting domestic corporation shall pay franchise fees for any increase in authorized shares less such sums as the foreign corporation so merging has previously paid to the state as an initial or additional admission franchise fee.
ADDITIONAL FEE: If the authorized shares of the surviving domestic corporation are increased an additional fee is due:
each additional 20,000 authorized shares or portion thereof ................................ $30.00
maximum fee per filing for first 10,000,000 authorized shares ...................... $5,000.00
each additional 20,000 authorized shares or portion thereof in excess of 10,000,000 shares ........................................ $30.00
maximum fee, per filing, for authorized shares in excess of 10,000,000 shares ................................................... $200,000.00
Each new Assumed Name .......................................... $10.00
Limited Partnerships: Cancellation of nonsurvivor domestic limited partnership involved in the merger ................................. $10.00
An attached Certificate of Limited Partnership ........................................ $10.00
An attached Restated Certificate of Limited Partnership ......................................... $10.00
Each new Assumed Name .......................................... $10.00
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.