Secretary of State Business Programs Division Business Entities, 1500 11th Street, Sacramento, CA 95814 Certificate of Merger General Information The attached Certificate of Merger (Form OBE MERGER-1) may be used for the following mergers: Limited Liability Company Mergers: Mergers involving only limited liability companies in which one or more California limited liability companies is a party to the merger; Limited Partnership Mergers: Mergers involving only limited partnerships in which one or more California limited partnerships is a party to the merger; and Interspecies Mergers: Mergers involving "other business entities" in which one or more California corporations, limited liability companies, limited partnerships, or partnerships is a party to the merger. [The term "other business entity" is defined in California Corporations Code sections 174.5, 5063.5, 12242.5, 15911.01(k), 16901(12) and 17710.01(k).] Upon the filing of the Certificate of Merger by the Secretary of State, the separate existence of the disappearing domestic or qualified/registered business entity shall cease in California. Statutory filing provisions are found in California Corporations Code sections 1113(g) (stock corporations); 3203(g) (social purpose corporations); 6019.1 (nonprofit public benefit corporations); 8019.1 (nonprofit mutual benefit corporations); 9640 (nonprofit religious corporations); 12540.1 (consumer cooperative corporations); 15911.14 (limited partnerships); 16915(b) (general partnerships and limited liability partnerships); and 17710.14 (limited liability companies). One or more business entities can merge only if each entity is authorized by the laws under which it is organized to effect the merger and at least one California domestic entity is involved. There are a variety of filing requirements based not only on the types of entities involved in the merger, but also the domicile of the entities merging and whether or not any foreign (out-of-state) entities are qualified to transact business in the State of California. It is not feasible to provide information and sample documents for each set of circumstances. Documents must be drafted in accordance with applicable law, dependent upon the particular circumstances of the entities involved. Due to the complexity of merger transactions, it is recommended that the advice of private legal counsel, specializing in business entity matters, be consulted regarding the specific needs of the merging entities. When preparing merger documents, regardless of the type of merger, be sure the entity name included in the documents is exactly as it appears on the records of the Secretary of State, including entity endings, punctuation and abbreviations. For mergers in which a California or qualified foreign corporation or limited liability company is a party to the merger, prior to filing please verify the status of the entity being merged, as merger documents cannot be filed on behalf of suspended/forfeited corporations or limited liability companies. (California Revenue and Taxation Code sections 23301, 23301.5 and 23775.) The status of the entity can be checked online on the Secretary of State's California Business Search at kepler.sos.ca.gov. Secretary of State Information MRG-INTR (Rev. 01/2015) Page 1 of 3 California Secretary of State www.sos.ca.gov/business/be (916) 657-5448 American LegalNet, Inc. www.FormsWorkFlow.com Additional Information If the surviving entity is a foreign limited liability company or foreign other business entity and a California (domestic) limited liability company is one of the disappearing entities: The surviving entity shall file with the Secretary of State (1) an agreement that the entity may be served in this state in a proceeding for the enforcement of an obligation of any merging entity and in a proceeding to enforce the rights of any holder of a dissenting interest or dissenting shares in a merging domestic limited liability company or domestic other business entity; (2) an irrevocable appointment of the Secretary of State as the entity's agent for service of process, and an address to which process may be forwarded; and (3) an agreement that the entity will promptly pay the holder of any dissenting interest or dissenting share in a merging domestic limited liability company or domestic other business entity the amount to which that person is entitled under California law. (California Corporations Code section 17710.17(f)(1), (2) and (3).) If no California entity is a party to the merger (all parties are foreign entities whether qualified or not): The Certificate of Merger may not be filed in California. If a disappearing entity in the merger is qualified or registered in California, to surrender or cancel the entity, it will be necessary to file a: 1) 2) 3) 4) Certificate of Surrender ­ for foreign corporations; Certificate of Cancellation (Form LLC-4/7) ­ for foreign limited liability companies; Certificate of Cancellation (Form LP-4/7) ­ for foreign limited partnerships; or Notice of Status Change (Form LLP-4) ­ for foreign limited liability partnerships. The forms, along with pertinent filing information and instructions, are available on the Secretary of State's website at www.sos.ca.gov/business-programs/business-entities/forms. Where to File The merger document(s) can be mailed to Secretary of State, Document Filing Support Unit, 1500 11th Street, 3rd Floor, Sacramento, CA 95814 or delivered in person (drop off) to the Sacramento office. Merger documents are filed only in the Secretary of State's Sacramento office. Please refer to the Secretary of State file number(s) when submitting document(s) for filing to ensure proper application. For easier completion, the Certificate of Merger (Form OBE MERGER-1) is available on the Secretary of State's website at www.sos.ca.gov/business-programs/business-entities/forms and can be completed online and printed to mail. If you are not completing the form online, please type or legibly print in black or blue ink. Fees The fee for filing a Certificate of Merger (Form OBE MERGER-1) is $150.00 for interspecies mergers, $70.00 for mergers involving only limited liability companies and $70.00 for mergers involving only limited partnerships. A non-refundable $15.00 special handling fee is applicable for processing documents delivered in person (drop off) at the Sacramento office. The preclearance and/or expedited filing of a document within a guaranteed time frame can