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Certificate of Merger (New York)

This is a certificate of merger of a domestic entity and a foreign limited liability company into a foreign limited liability company in New York. The form provided here is simply a sample of what the actual Form DOS-1368 looks like.

DOS-1368 (01/00)

NYS Department of State
Division of Corporations, State Records and UCC
41 State Street, Albany, NY 12231-0001
www.dos.state.ny.us


CERTIFICATE OF MERGER
OF

_____________________________ (Insert name of Domestic Entity)

AND

_____________________________ (Insert name of Foreign Limited Liability Company)

INTO

_____________________________ (Insert name of Foreign Limited Liability Company)

Under Section 1003 of the Limited Liability Company Law

FIRST: The name (and if the name has been changed, the name under which it was formed) and jurisdiction of formation or organization of each limited liability company or other business entity that is to merge

is: _____________________________

SECOND: For each domestic limited liability company and domestic other business entity, the date when its initial articles of organization or formation document was filed with Department of State

is: _____________________________

THIRD: For each foreign limited liability company and foreign other business entity, the jurisdiction and date of filing of its original articles of organization or formation document and the date when its application for authority was filed with the Department of State is (if no such application has been filed, a statement to such effect and a statement that the foreign surviving limited liability company is not to do business in this state until it has filed an application for authority with the Department of State):

__________________________

FOURTH: The agreement of merger has been approved and executed by each domestic limited liability company or other business entity that is to merge.

FIFTH: The name of the surviving foreign limited liability company

is: _____________________________

SIXTH: (optional) The future effective date of the merger, which does not exceed 30 days from the date of filing,

is: _____________________________

SEVENTH: The surviving foreign limited liability company may be served with process in this state in any action or special proceeding for the enforcement of any liability or obligation of any domestic limited liability company, domestic business corporation or domestic other business entity previously amenable to suit in this state that is to merge and for the enforcement that is provided in the Limited Liability Company Law of the right of members of any domestic limited liability company, shareholders of any domestic business corporation or owners of any domestic other business entity to receive payment for their interests against the surviving foreign limited liability company.

EIGHTH: Pursuant to Section 623 of the Business Corporation Law, Section 1005 of the Limited Liability Company Law or any applicable statute, the surviving foreign limited liability company will promptly pay to the shareholders of each domestic business corporation, members of each domestic limited liability company or owners of any constituent other business entity the amount, if any, to which they shall be entitled under the provisions of the Business Corporation Law, Limited Liability Company Law and any applicable statute relating to the right of shareholders, members and owners to receive payment for their interest.

NINTH: The Secretary of State is designated as agent of the foreign limited liability company upon whom process against it may be served. The address within or without this state to which the Secretary of State shall mail a copy of any process served upon him or her is:

_____________________________

TENTH: This merger is permitted by the jurisdiction of incorporation or organization for each foreign other business entity and foreign limited liability company and is in compliance therewith.

ELEVENTH: The agreement of merger is on file at the following place of business of the surviving foreign limited liability company:

_____________________________

TWELFTH: A copy of the agreement of merger will be furnished by the surviving foreign limited liability company on request and without cost to any member of any domestic limited liability company or to any person holding an interest in any other business entity that is to merge pursuant to such agreement.

____________________________________ (Name of Domestic Entity)

____________________________________ (Signature)

____________________________________ (Type or print name)

____________________________________ (Title or capacity of signer)

____________________________________ (Name of Foreign Limited Liability Company)

____________________________________ (Signature)

____________________________________ (Type or print name)

____________________________________ (Title or capacity of signer)

CERTIFICATE OF MERGER
OF

____________________________________ (Insert name of Domestic Entity)

AND

____________________________________ (Insert name of Foreign Limited Liability Company)

INTO

____________________________________ (Insert name of Foreign Limited Liability Company)

Under Section 1003 of the Limited Liability Company Law


Filed by: ____________________________________ (Name)

____________________________________ (Mailing address)

____________________________________ (City, State and ZIP code)

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