Certificate of Merger (Michigan)
This form is a certificate of merger for use by Parent and Subsidiary Profit Corporations in Michigan. The form provided here is simply a sample of what the actual Form 551 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
For use by Parent and Subsidiary Profit Corporations
Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned corporation executes the following Certificate:
1.
a. The name of each constituent corporation and its identification number is:
______________________
______________________
b. The name of the surviving corporation and its identification number is:
______________________
______________________
c. For each subsidiary corporation, state:
Name of corporation ________________________
Number of outstanding shares in each class ________________________
Number of shares owned by the parent corporation in each class ________________________
Name of corporation ________________________
Number of outstanding shares in each class ________________________
Number of shares owned by the parent corporation in each class ________________________
d. The manner and basis of converting the shares of each constituent corporation is as follows: ________________________
e. The amendments to the Articles or a Restatement of the Articles of Incorporation of the surviving corporation to be effected by the merger are as follows: ________________________
f. Other provisions with respect to the merger are as follows: ________________________
2. 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.
3. (Delete if not applicable)
The consent to the merger by the shareholders of the subsidiary corporation was obtained pursuant to its Articles of Incorporation. (Such consent is necessary if the Articles of Incorporation require approval of the merger by the vote of the holders of more than the percentage of the shares owned by the parent corporation.)
4. (Delete if not applicable)
The consent to the merger by the shareholders of the parent corporation was obtained. (Such consent is necessary if its Articles of Incorporation require shareholder approval of the merger, the plan of merger amends its Articles of Incorporation, or a subsidiary is to be the surviving corporation.)
5. (Complete only if an effective date is desired other than the date of filing)
The merger shall be effective on the _________________ day of ______________, ____________.
Signed this ___________________ day of __________________, __________
______________________________ (Name of parent corporation)
By ______________________________ (Signature of an authorized officer or agent)
_________________________________ (Type or Print Name)
_________________________________ (Name of Limited Liability Company)
6. Include the assumed names being transferred, if any, from the merging corporation to the survivor.
Assumed Name ________________________________
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 ______________________________
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INSTRUCTIONS FOR FILLING OUT THIS FORM
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1. The Certificate of Merger 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. This Certificate is to be used pursuant to the provisions of sections 711 through 713 of Act 284, P.A. of 1972, by a domestic parent corporation merging with one or more subsidiary corporations and section 735 of the Act if a foreign parent corporation is a party to the merger. The parent corporation must own at least 90% of the outstanding shares of each class of stock of the subsidiary corporation(s). This Certificate is to be used only by profit corporations.
4. If more than two corporations 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 5 - 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 as an additional article.
6. Foreign Corporations - Pursuant to sections 1021 and 1035 of the Act, 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.
7. This Certificate must be signed by an authorized officer or agent of the parent corporation.
8. FEES: Make remittance payable to the State of Michigan. Include corporation name and identification number on check or money order.
If a foreign corporation authorized to transact business in this state merges 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.
NONREFUNDABLE FEE - This fee must be remitted for each domestic corporation involved in the merger ................ $50.00
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
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.