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Certificate of Exchange (Michigan)

This form is to certify share exchange and is for use by Domestic Profit or Foreign Acquiring Profit Corporations in Michigan. The form provided here is simply a sample of what the actual Form 553 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 SHARE EXCHANGE
For use by Domestic Profit or Foreign Acquiring Profit Corporations

Pursuant to the provisions of Act 284, Public Acts of 1972 (profit corporations), the undersigned corporation executes the following Certificate:

1. a. The name of each corporation whose shares will be acquired and its identification number is:

______________________

______________________

b. The name of the acquiring corporation and its identification number is:

______________________

______________________

2. The manner and basis of exchanging the shares to be acquired as set forth in the plan of exchange: ______________________

3. (Complete only if an effective date is desired other than the date of filing. This date must be no more than 90 days after receipt by the administrator).

The share exchange shall be effective on the _________________ day of ______________, ____________.

4. The plan of share exchange has been adopted by the Board of Directors of each domestic constituent corporation in accordance with Section 702 of the Act.

5. The plan of share exchange was approved by the shareholders of the following domestic constituent corporations in accordance with Section 703a: _________________

6. The plan of share exchange will be furnished by the acquiring corporation, on request and without cost, to any shareholder of any constituent corporation.


Signed this _________________ day of ______________, ____________.

__________________________________ (Name of Corporation)

By _______________________________ (Signature of an authorized officer or agent)


Signed this _________________ day of ______________, ____________.

__________________________________ (Name of Corporation)

By _______________________________ (Signature of an authorized officer or agent)


Preparer's name: ______________________________

Business Telephone Number ______________________________


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INSTRUCTIONS FOR FILLING OUT THIS FORM
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1. The Certificate of Share Exchange 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 sections 702, 703a and 707 of Act 284, P.A. of 1972, for the purpose of exchanging shares of two or more domestic profit corporations and pursuant to section 735 if the share exchange involves one or more foreign profit corporations and one or more domestic profit corporations.

4. If more than two corporations are exchanging shares, 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. This Certificate must be signed by an authorized officer or agent of each corporation that is exchanging shares.

7. 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 paid for each corporation ..................... $50.00

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.

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