Certificate of Merger (Ohio)
This form is for a Certificate of Merger for corporations, banks, savings banks, savings and loan, limited liability companies, limited partnerships and/or partnerships with limited liability to merge into one corporation. The form provided here is simply a basic structure for what you may need in order to apply for a Certificate of Merger.
Prescribed by J. Kenneth Blackwell
Please obtain fee amount and mailing instructions from the Forms Inventory List (using the 3 digit form # located at the bottom of this form). To obtain the Forms Inventory List or for assistance, please call Customer Service: Central Ohio: (614)-466-3910 Toll Free: 1-877-SOS-FILE (1-877-767-3453)
CERTIFICATE OF MERGER
In accordance with the requirements of Ohio law, the undersigned corporations, banks, savings banks, savings and loan, limited liability companies, limited partnerships and/or partnerships with limited liability, desiring to effect a merger, set forth the following facts:
I. SURVIVING ENTITY
A. The name of the entity surviving the merger is: __________________________________
B. Name Change: As a result of this merger, the name of the surviving entity has been changed to the following: _________________________________ (Complete only if name of surviving entity is changing through the merger)
C. The surviving entity is a: (Please check the appropriate box and fill in the appropriate blanks)
___ Domestic (Ohio) for-profit corporation, charter number _____________________
___ Domestic (Ohio) non-profit corporation, charter number ______________________
___ Foreign (Non-Ohio) corporation incorporated under the laws of the state/country of ____________ and licensed to transact business in the State of Ohio under license number ____________________
___ Foreign (Non-Ohio) corporation incorporated under the laws of the state/country of ____________ and NOT licensed to transact business in the State of Ohio under license number ____________________
___ Domestic (Ohio) limited liability company, with registration number ____________________
___ Foreign (Non-Ohio) limited partnership organized under the laws of the state/country of ______________ and registered to do business in the state of Ohio under registration number ____________________
___ Foreign (Non-Ohio) limited partnership organized under the laws of the state/country of ______________ and NOT registered to do business in the state of Ohio under registration number ____________________
___ Domestic (Ohio) partnership having limited liability, with the registration number ________________
___ Foreign (Non-Ohio) partnership having limited liability organized under the laws of the state/country of and registered to do business in the state of Ohio under registration number ___________________
___ Foreign (Non-Ohio) non-profit incorporation under the laws of the state/county of __________________ and licensed to transact business in the state of Ohio under license number _____________________
___ Foreign (Non-Ohio) non-profit incorporation under the laws of the state/county of __________________ and NOT licensed to transact business in the state of Ohio under license number _____________________
II. MERGING ENTITY
The name, charter/license/registration number, type of entity, state/country of incorporation ororganization, respectively, of which is a party to the merger are as follows: (If this is insufficient space to reflect all merging entities, please attach a separate sheet listing the merging entities)
Name ______________
State/Country of Organization _________________
Type of Entity ________________________
Name ______________
State/Country of Organization _________________
Type of Entity ________________________
III. MERGER AGREEMENT ON FILE
The name and mailing address of the person or entity from whom/which eligible persons may obtain a copy of the agreement of merger upon written request:
Name __________________________
Address ________________________
City __________________________________
State ___________________
Zip Code _______________
IV. EFFECTIVE DATE OF MERGER
This merger is to be effective on: __________________ (if a date is specified, the date must be a date on or after the date of filing; the effective date of the merger cannot be earlier than the date of filing, if no date is specified, the date of filing will be the effective date of the merger).
V. MERGER AUTHORIZED
The laws of the state or country under which each constituent entity exists, permits this merger. This merger was adopted, approved and authorized by each of the constituent entities in compliance with the laws of the state under which it is organized, and the persons signing this certificate on behalf of each of the constituent entities are duly authorized to do so.
VI. STATUTORY AGENT
The name and address of the surviving entity's statutory agent upon whom any process, notice or demand may be served is:
Name _____________________________
Address____________________________
City __________________________________
State ___________________
Zip Code _______________
VII. ACCEPTANCE OF AGENT
The undersigned, named herein as the statutory agent for the above referenced surviving entity, hereby acknowledges and accepts the appointment of statutory agent for said entity.
____________________________ (Signature of Agent)
(The acceptance of agent must be completed by domestic surviving entities if through this merger the statutory agent for the surviving entity has changed, or the named agent differs in any way from the name currently on record with the Secretary of State.)
VIII. STATEMENT OF MERGER
Upon filing, or upon such later date as specified herein, the merging entity/entities listed herein shall merge into the listed surviving entity
IX. AMENDMENTS
The articles of incorporation, articles of organization, certificate of limited partnership or registration of partnership having limited liability (circle appropriate term) of the surviving domestic entity have been amended. Please see attached "Exhibit A." (Please note, if there will be no change please state "no change")
X. QUALIFICATION OR LICENSURE OF FOREIGN SURVIVING ENTITY
A. The listed surviving foreign corporation, bank, savings bank, savings and loan, limited liability company, limited partnership, or partnership having limited liability desires to transact business in Ohio as a foreign corporation, bank, savings bank, savings and loan, limited liability company, limited partnership, or partnership having limited liability, and hereby appoints the following as its statutory agent upon whom process, notice or demand against the entity may be served in the state of Ohio. The name and complete address of the statutory agent is:
_______________________ (name)
_______________________ (street and number)
_______________________ (city, village or township), Ohio
_______________________ (zip code)
The subject surviving foreign corporation, bank, savings bank, savings and loan, limited liability company, limited partnership, or partnership having limited liability irrevocably consents to service of process on the statutory agent listed above as long as the authority of the agent continues, and to service of process upon the Secretary of State of Ohio if the agent cannot be found, if the corporation, bank, savings bank, savings and loan, limited liability company, limited partnership, or partnership having limited liability fails to designate another agent when required to do so, or if the foreign corporation's, bank's, savings bank's, savings and loan's, limited liability company's, limited partnership's, or partnership having limited liability's license or registration to do business in Ohio expires or is canceled.
B. The qualifying entity also states as follows: (Complete only if applicable)
1. Foreign Notice Under Section 1703.031
(If the qualifying entity is a foreign bank, savings bank, or savings and loan, then the following information must be completed.)
(a.) The name of the Foreign Nationally/Federally chartered bank, savings bank, or savings and loan association is __________________________
(b.) The name(s) of any Trade Name(s) under which the corporation will conduct business: _________________________________
(c.) The location of the main office (non-Ohio) shall be:
(d.) The principal office location in the state of Ohio shall be:
_______________________ (name)
_______________________ (street and number)
_______________________ (city, village or township)
_______________________ (county)
_______________________ (zip code)
(e.) The corporation will exercise the following purpose(s) in the state of Ohio: (Please provide a brief summary of the business to be conducted; a general clause is not sufficient) _________________________
2. Foreign Qualifying Limited Liability Company (If the qualifying entity is a foreign limited liability company, the following information must be completed.)
(a.) The name of the limited liability company in its state of organization/registration is ___________________
(b.) The name under which the limited liability company desires to transact business in Ohio is ____________________
(c.) The limited liability company was organized or registered on _________________ under the laws of the state/country of __________________
(d.) The address to which interested persons may direct requests for copies of the articles of organization, operating agreement, bylaws, or other charter documents of the company is:
_______________________ (name)
_______________________ (street and number)
_______________________ (city, village or township)
_______________________ (zip code)
3. Foreign Qualifying Limited Partnership (If the qualifying entity is a foreign limited partnership, the following information must be completed)
(a.) The name of the limited partnership is ________________________
(b). The limited partnership was formed on
(c.) The address of the office of the limited partnership in its state/country of organization is:
_______________________ (name)
_______________________ (street and number)
_______________________ (city, village or township)
_______________________ (county)
_______________________ (zip code)
(e.) The names and business or residence addresses of the General partners of the partnership are as follows: (If insufficient space to cover this item, please attach a separate sheet listing the general partners and their respective addresses)
Name _________________________________
Address ______________________________
Name _________________________________
Address ______________________________
(f.) The address of the office where a list of the names and business or residence addresses of the limited partners
and their respective capital contributions is to be maintained is:
_______________________ (name)
_______________________ (street and number)
_______________________ (city, village or township)
_______________________ (county)
_______________________ (zip code)
The limited partnership hereby certifies that it shall maintain said records until the registration of the limited
partnership in Ohio is canceled or withdrawn.
4. Foreign Qualifying Partnership Having Limited Liability
(a.) The name of the partnership shall be ______________________________
(b.) Please complete the following appropriate section (either item b(l) or b(2)):
(1.) The address of the partnership's principal office in Ohio is:
_______________________ (street name and number)
_______________________ (city, village or township), Ohio
_______________________ (zip code)
(If the partnership does not have a principal office in Ohio, then items b2 and item c must be completed)
(2.) The address of the partnership's principal office (Non-Ohio):
_______________________ (street address)
_______________________ (city, village or township)
_______________________ (state)
_______________________ (zip code)
(c.) The name and address of a statutory agent for service of process in Ohio is as follows:
_______________________ (name)
_______________________ (street address)
_______________________ (city, village or township), Ohio
_______________________ (zip code)
(d.) Please indicate the state or jurisdiction in which the Foreign Limited Liability Partnership has been formed _____________________
(e.) The business which the partnership engages in is: ________________________
The undersigned constituent entities have caused this certificate of merger to be signed by its duly authorized officers, partners and representatives on the date(s) stated below.
________________________ (Exact name of entity)
By: _________________________________
Its: _________________________________
Date: ____________________
________________________ (Exact name of entity)
By: _________________________________
Its: _________________________________
Date: ____________________