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Articles Of Cross-Species Merger Resulting In The Formation Of A Limited 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
Resulting in the Formation of a Limited Partnership
State Form 51579 (1-04)
Approved by State Board of Accounts, 2004
INSTRUCTIONS: Use 8 ½” x 11” white paper for attachments.
Present original and one copy to the address in upper right corner of this form.
Please TYPE or PRINT.
Please visit our office on the web at www.sos.in.gov.
TODD ROKITA
SECRETARY OF STATE
CORPORATE DIVISION
302 W. Washington Street, Rm. E018
Indianapolis, IN 46204
Telephone: (317) 232-6576
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 LP”)
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 LP;
•
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 LP; 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 LP
a.
The name of Surviving LP is the following:
__________________________________________________________________________________________________________________________
•
(Please note pursuant to Indiana Code 23-16-2-1, this name must include the words “Limited Partnership”, “L.P.”, or “LP”).
•
(If Surviving LP is a foreign LP, then its name must adhere to the laws of the state in which it is domiciled).
b.
The address of Surviving LP’s Principal Office is the following:
Street Address
City
State
Zip Code
ARTICLE III: REGISTERED OFFICE AND AGENT OF SURVIVING LP
Registered Agent: The name and street address of Surviving LP’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: GENERAL PARTNERS OF SURVIVING LP
Please state the names and business addresses of each general partner of Surviving LP.
Name
Business Address
City
State
Zip Code
City
State
Zip Code
City
State
Zip Code
City
State
Zip Code
City
State
Zip Code
Name
Business Address
Name
Business Address
Name
Business Address
Name
Business Address
ARTICLE V: PARTNERSHIP AGREEMENT OF SURVIVING LP (OPTIONAL)
Please attach herewith and designate as “Exhibit B” any matters or terms concerning Surviving LP that the general partners of Surviving LP wish to
include.
ARTICLE VI: DISSOLUTION OF SURVIVING LP
Please state the latest date upon which the LP is to dissolve:
________________________________________________________________________________________________________________________
ARTICLE VII: 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
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ARTICLE VIII: 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
Name of Non-surviving Corporation
State of Domicile
Date of Incorporation or qualification in Indiana
Name of Non-surviving Corporation
State of Domicile
SECTION 2:
Date of Incorporation or qualification in Indiana
(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
Name
Type of business entity
State of Domicile
Date of organization or qualification
Name
Type of business entity
State of Domicile
Date of organization or qualification
ARTICLE IX: SIGNATURE
In Witness Whereof, the undersigned, being a duly authorized representative of Surviving LP, 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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