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Articles Of Cross-Species Merger Resulting In The Formation Of A Limited Liability Partnership Form. This is a Indiana form and can be use in Corporations Secretary Of State.
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ARTICLES OF CROSS-SPECIES MERGER CONNIE LAWSON SECRETARY OF STATE CORPORATE DIVISION 302 W. Washington Street, Rm. E018 Indianapolis, IN 46204 Telephone: (317) 232-6576 Resulting in the Formation of a Limited Liability Partnership State Form 51578 (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 LLP”) 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 LLP; 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 LLP; 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 LLP is the following: __________________________________________________________________________________________________________________________ (Please note pursuant to Indiana Code 23-4-1-1, this name must include the words “Limited Liability Company”, “L.L.P.”, or “LLP”.) (If Surviving LLP is a foreign LLP, then its name must adhere to the laws of the state in which it is domiciled.) b. The address of Surviving LLP’s Principal Office is the following: Street Address (number and street) City State ZIP Code ARTICLE III: REGISTERED OFFICE AND AGENT OF SURVIVING LLP Registered Agent: The name and street address of Surviving LLP’s Registered Agent and Registered Office for service of process are the following: Name of Registered Agent Address of Registered Office (number and street or building) City ZIP Code Indiana American LegalNet, Inc. www.FormsWorkFlow.com ARTICLE IV: STATEMENT OF PURPOSE OF SURVIVING LLP Please give a brief statement describing the business in which Surviving LLP will be engaged: __________________________________________________________________________________________________________________________ __________________________________________________________________________________________________________________________ __________________________________________________________________________________________________________________________ ARTICLE V: NON-SURVIVING BUSINESS ENTITIES SECTION 1: (Please list any non-surviving corporations [if any] 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) (Please list the Non-surviving Business Entities that not are not a corporation [if any] 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) American LegalNet, Inc. www.FormsWorkFlow.com 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 LLP, 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 American LegalNet, Inc. www.FormsWorkFlow.com