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Articles Of Cross-Species Merger Resulting In The Formation Of A Limited Liability Company Form. This is a Indiana form and can be use in Corporations Secretary Of State.
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Tags: Articles Of Cross-Species Merger Resulting In The Formation Of A Limited Liability Company, 51583, Indiana Secretary Of State, Corporations
CONNIE LAWSON
SECRETARY OF STATE
CORPORATE DIVISION
302 W. Washington Street, Rm. E018
Indianapolis, IN 46204
Telephone: (317) 232-6576
ARTICLES OF CROSS-SPECIES MERGER
Resulting in the Formation of a Limited Liability Company
State Form 51583 (R2 / 4-12)
Approved by State Board of Accounts, 2004
INSTRUCTIONS:
1. Use 8 ½” x 11” white paper for attachments.
2. Present original and one (1) copy to the address in upper right corner of this form.
3. Please TYPE or PRINT.
4. Please visit our office on the web at www.sos.in.gov.
Indiana Code 23-1-18-3
FILING FEE: $30.00
ARTICLES OF CROSS-SPECIES MERGER
OF
____________________________________________________________________________
(hereinafter “Non-surviving Business Entity” (“Entities”) and/or “Non-surviving Corporation(s)”)
INTO
____________________________________________________________________________
(hereinafter “Surviving LLC”)
ARTICLE I: PLAN OF CROSS-SPECIES MERGER
Please set forth the Plan of Cross-Species Merger, attach herewith, and designate it as “Exhibit A.” The Plan of Cross-Species Merger must state the
following:
The name of each Non-surviving Corporation incorporated in Indiana and/or the name and jurisdiction of formation, organization, or incorporation of
each Non-surviving Business Entity;
The name of Surviving LLC;
The terms and conditions of the merger;
The manner and basis of converting the shares or rights thereof of Non-surviving Corporation and/or the interests, obligations, shares, other
securities, or rights thereof of Non-surviving Business Entity (Entities) and/or Non-surviving Corporation(s) into the shares, obligations, assets, other
securities, or rights thereof of Surviving LLC; and
All statements required to be set forth in the plan of merger by the laws under which each Non-surviving Business Entity is formed, organized, or
incorporated.
The relevant Indiana Code sections for the Plan of Merger are as follows:
23-1-40-8(c)(4) if a corporation is a party to the merger;
23-18-7-9(c)(4) if a limited liability company is party to the merger;
23-4-1-53(c)(4) if a limited liability partnership is a party to the merger; and
23-16-3-13(c)(4) if a limited partnership is a party to the merger.
ARTICLE II: NAME AND PRINCIPLE OFFICE OF SURVIVING LLC
a.
The name of Surviving LLC is the following:
__________________________________________________________________________________________________________________________
(Please note pursuant to Indiana Code 23-18-2-8, this name must include the words “Limited Liability Company”, “L.L.C.”, or “LLC”).
(If Surviving LLC is a foreign LLC, then its name must adhere to the laws of the state in which it is domiciled).
b.
The address of Surviving LLC’s Principal Office is the following:
Street Address (number and street)
City
State
ZIP Code
ARTICLE III: REGISTERED OFFICE AND AGENT OF SURVIVING LLC
Registered Agent: The name and street address of Surviving LLC’s Registered Agent and Registered Office for service of process are the following:
Name of Registered Agent
Address of Registered Office (street or building)
City
ZIP Code
Indiana
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ARTICLE IV: MANAGEMENT OF SURVIVING LLC
Surviving LLC will be managed by one of the following:
The members of Surviving LLC, OR
A manager or managers
ARTICLE V: NON-SURVIVING BUSINESS ENTITIES
SECTION 1:
(If any, please list any non-surviving corporations in this merger).
The name, state of incorporation, and the date of incorporation or qualification (if applicable) respectively, of each Indiana domestic corporation and
Indiana qualified foreign corporation which is party to the merger are as follows:
Name of Non-surviving Corporation
State of Domicile
Date of Incorporation or qualification in Indiana (month, day, year)
Name of Non-surviving Corporation
State of Domicile
Date of Incorporation or qualification in Indiana (month, day, year)
Name of Non-surviving Corporation
State of Domicile
SECTION 2:
Date of Incorporation or qualification in Indiana (month, day, year)
(If any, please list the Non-surviving Business Entities that not are not a corporation in this merger).
The name, business entity type, state of organization, and date of organization of any Indiana or foreign business entity that is a party to the merger
and qualified to do business in Indiana (if applicable).
Name
Type of business entity
State of Domicile
Date of organization or qualification (month, day, year)
Name
Type of business entity
State of Domicile
Date of organization or qualification (month, day, year)
Name
Type of business entity
State of Domicile
Date of organization or qualification (month, day, year)
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ARTICLE VI: MANNER OF ADOPTION AND VOTE OF NON-SURVIVING CORPORATION (if applicable)
Please complete this Article if a corporation is party to the merger. (Select either A or B):
The designation (i.e. common, preferred, or any classification where different classes of stock exist), number of outstanding shares, number of votes
entitled to be cast by each voting group entitled to vote separately on the merger / share exchange, and the number of votes of each voting group
represented at the meeting are set forth below:
A.
B.
Unanimous consent executed on _____________________________, 20_______ and signed by all shareholders entitled to vote.
Vote of shareholders during a meeting called by the Board of Directors.
TOTAL
A
B
C
DESIGNATION OF EACH VOTING GROUP (i.e. preferred and common)
NUMBER OF OUTSTANDING SHARES
NUMBER OF VOTES ENTITLED TO BE CAST
NUMBER OF VOTES REPRESENTED AT MEETING
SHARES VOTED IN FAVOR
SHARES VOTED AGAINST
ARTICLE VII: SIGNATURE
In Witness Whereof, the undersigned, being a duly authorized representative of Surviving LLC, executes these Articles of Cross-Species Merger and
verifies, subject to penalty of perjury, that the statements contained herein are true, and that each business entity that is a party to this merger has approved
the plan of merger according to Indiana law or according to the laws of the State in which the business entity was organized or incorporated, this
___________ day of ___________________________, 20____.
Signature
Printed name
Title
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