Certificate Of Merger For Use By LLCs Form. This is a Michigan form and can be use in Corporation Division Secretary Of State.
Tags: Certificate Of Merger For Use By LLCs, 750, Michigan Secretary Of State, Corporation Division
BCS/CD-750 (Rev. 04/12) MICHIGAN DEPARTMENT OF LICENSING AND REGULATORY AFFAIRS BUREAU OF COMMERCIAL SERVICES Date Received (FOR BUREAU USE ONLY) 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 EFFECTIVE DATE: Expiration date for new assumed names: December 31, Document will be returned to the name and address you enter above. Ç È If left blank the document will be mailed to the registered office. Expiration date for transferred assumed names appear in Item 7 CERTIFICATE OF MERGER For use by Limited Liability Companies (Please read information and instructions on last page) Pursuant to the provisions of Act 23, Public Acts of 1993, the undersigned limited liability companies execute the following Certificate of Merger: 1. The name of each constituent limited liability company and their identification numbers are: 2. The name of the surviving limited liability company and its identification number is: 3. Check one of the following: There are no changes to be made to the Articles of Organization of the surviving limited liability company. The amendments to the Articles, or a restatement of the Articles, of the surviving limited liability company to be effected by the merger are as follows: American LegalNet, Inc. www.FormsWorkFlow.com 4. Other provisions with respect to the merger are as follows: 5. 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 of this document in this office. The merger shall be effective on the day of , . 6. The Plan of Merger was approved by the members of each constituent limited liability company in accordance with section 702(1). 7. The merger is permitted by the law of the jurisdiction under whose law each foreign constituent company is organized and each foreign constituent company has complied with that law in effecting the merger. 8. The assumed names being transferred to continue for the remaining effective period of the Certificate of Assumed Name on file prior to the merger are: Assumed name LLC transferred from Expiration date 9. Nonsurvivor name as new assumed names under which business is to be conducted are: This Certificate is hereby signed as required by Section 103 of the Act. Signed this day of , Signed this (Name of Limited Liability Company) day of , (Name of Limited Liability Company) By By (Signature of Member, Manager or Authorized Agent) (Type or Print Name and Capacity) (Signature of Member, Manager or Authorized Agent) (Type or Print Name and Capacity) American LegalNet, Inc. www.FormsWorkFlow.com BCS/CD-750 (04/12) Preparer's Name Business Telephone Number INFORMATION AND INSTRUCTIONS 1. This form may be used to draft your Certificate of Merger. A document required or permitted to be filed under the act cannot be filed unless it contains the minimum information required by the act. The format provided contains only the minimal information required to make the document fileable and may not meet your needs. This is a legal document and agency staff cannot provide legal advice. 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. 2. This Certificate is to be used pursuant to sections 701 through 704 of Act 23, P.A. of 1993, for the purpose of merging two or more domestic limited liability companies or pursuant to Section 705 if the merger involves one or more domestic limited liability companies and one or more foreign limited liability companies. 3. If more than two limited liability companies are merging, 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. 4. Item 5 - 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. 5. Item 8 - A limited liability company participating in a merger may transfer to the survivor the use of an assumed name for which a Certificate of Assumed Name is on file with the administrator prior to the merger. 6. Item 9 - A limited liability company surviving a merger may use as an assumed name the name of a merging limited liability company by filing a Certificate of Assumed Name or by providing for the use of the assumed name in the Certificate of Merger. The surviving limited liability company may also file a Certificate of Assumed Name or provide in the Certificate of Merger for the use of an assumed name of a merging entity not transferred in Item 8. A provision in the Certificate of Merger is treated as a new Certificate of Assumed Name. 7. A foreign limited liability company authorized to transact business in this state which is a nonsurvivor will not be withdrawn until an Application for a Certificate of Withdrawal is filed. 8. If a foreign limited liability company authorized to transact business in this state is the survivor, the company shall file a certificate issued by the proper office of its jurisdiction of organization attesting to the occurence of the merger, not later than 30 days after the effective date. The fee is $10.00. 9. This Certificate must be signed by a manager, if managed by one or more managers, a member if management remains in the members or an authorized agent of the company. 10. NONREFUNDABLE FEE FOR EACH DOMESTIC LIMITED LIABILITY COMPANY INVOLVED IN THE MERGER: Make remittance payable to the State of Michigan. Include limited liability company name and identification number on check or money order. .................................................................................................................................................................................................. $100.00 To submit by mail: Michigan Department of Licensing and Regulatory Affairs Bureau of Commercial Services Corporation Division P.O. Box 30054 Lansing, MI 48909 To submit in person: 2501 Woodlake Circle Okemos, MI Telephone: (517) 241-6470 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) 241-6470, or visit our website at http://www.michigan.gov/corporations Customer with MICH-ELF Filer Account: Send document to (517) 636-6437. LARA is an equal opportuntiy employer/program. Auxiliary aids, services and other reasonable accommodations are available upon request to individuals with disabilities. American LegalNet, Inc. www.FormsWorkFlow.com Optional expedited service. Expedited review and filing, if fileable, is available for all documents for profit corporations, limited liability companies, limited partnerships and nonprofit corporations. The nonrefundable expedited service fee is in addition to the regular fees applicable to the specific document. Please complete a separate BCS/CD-272 form for expedited service for each document submitted in person, by mail or MICH-ELF. 24-hour service - $50 for formation documents and applications for certificate of authority. 24-hour service - $100 for any document concerning an existing entity. Same day service Same day - $100 for formation documents and applications for certificate of authority. Same day - $200 for any document concerning an existing entity. Review completed on day of receipt. Document and request for same day expedited service must be received by 1 p.m. EST OR EDT. Two hour - $500 Review completed within two hours on day of receipt. Document and request for two hour expedited service must be received by 3 p.m. EST OR EDT. One hour - $1000 Review completed within one hour on day of receipt. Document and request for 1 hour expedited service must be received by 4 p.m. EST OR EDT. First time MICH-ELF user requesting expedited service must obtain a MICH-ELF filer number prior to submitting a document for expedited service. BCS/CD-901. Changes to information on MICH-ELF user's account must be submitted before requesting expedited service. BCS/CD-901. Documents submitted by mail are delivered to a remote location for receipts processing and are then forwarded to the Corporation Division for review. Day of receipt for mailed expedited service requests is the day the Corporation Division receives the request. 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