UMC-3 11/03 New Jersey Division of Revenue Certificate of Merger/Consolidation (Non-Profit Corporations) This form may be used to record the merger or consolidation of a corporation with or into another business entity or entities, pursuant to NJSA 15A. Applicants must insure strict compliance with the requirements of State law and insure that all filing requirements are met. This form is intended to simplify filing with the State Treasurer. Applicants are advised to seek out private legal advice before submitting filings to the Treasurer's office. 1. Type of Filing (check one): __ Merger __ Consolidation 2. Name of Surviving Corporation: 3. Name(s)/Jurisdiction(s) of All Participating Corporations: Name Jurisdiction Identification # Assigned By Treasurer (if applicable) 4. Date Merger/Consolidation approved: 5. Voting: (all corporations involved; attach additional sheets if necessary) (check one) ___ Has ___ Does not Have Members Eligible to Vote. Corp. Name If the corporation has any class of members entitled to vote as a class, specify the class and the number of votes for each class: Members Voting For ______ Members Voting Against ______ Total number of Trustees at the meeting ______ ; OR Plan of merger/consolidation was adopted by the unanimous written consent of the members without a meeting (check)____ If there are no voting members: Trustees Voting For ______ Trustees Voting Against ______ Total number of Trustees at the meeting ______ ; OR Plan of merger/consolidation was adopted by the unanimous written consent of the Trustees without a meeting (check) ____ Corp. Name (check one) ___ Has ___ Does not Have Members Eligible to Vote. If the corporation has any class of members entitled to vote as a class, specify the class and the number of votes for each class: Members Voting For ______ Members Voting Against ______ Total number of Trustees at the meeting ______ ; OR Plan of merger/consolidation was adopted by the unanimous written consent of the members without a meeting (check)____ If there are no voting members: Trustees Voting For ______ Trustees Voting Against ______ Total number of Trustees at the meeting ______ ; OR Plan of merger/consolidation was adopted by the unanimous written consent of the Trustees without a meeting (check) ____ 6. Service of Process Address (For use if the surviving business entity is not authorized or registered by the State Treasurer): The surviving business entity agrees that it may be served with process in this State in any action, suit or proceeding for the enforcement of any obligation of a merging or consolidating domestic or foreign business entity. The Treasurer is hereby appointed as agent to accept service of process in any such action, suit, or proceeding which shall be forwarded to the surviving business entity at the Service of Process address stated above. 7. Effective Date (see inst.): Signature Name Title Date ________________________________________ ________________________________ ______________________________ ______________ ________________________________________ ________________________________ ______________________________ ______________ ________________________________________ ________________________________ ______________________________ ______________ **Remember to attach the plan of merger or consolidation. NJ Division of Revenue, PO Box 308, Trenton NJ 08646 American LegalNet, Inc. www.FormsWorkflow.com Rev 8/15/06 Instructions for Form UMC-3 CERTIFICATE OF MERGER OR CONSOLIDATION NON-PROFIT CORPORATIONS (Title15A) **New Jersey law prohibits domestic corporations from merging/consolidating with another business entity if authority for such merger/consolidation is not granted under the laws of the jurisdiction under which the other business entity was organized. Non-profits are not authorized to merge/consolidate with other business entities. **“Other business entity” is defined as a corporation, business trust, common-law trust, or other unincorporated business, including a partnership, and a foreign limited liability company. STATUTORY FEE: $75 The MANDATORY fields are: Field #1 -- Type of Filing Indicate whether you are submitting a merger or consolidation filing. Field # 2 -- Name Of Surviving Business Entity List the name of the surviving entity. If the surviving entity is to have a new name, remember that the name availability provisions apply. ** **The name must be distinguishable from other names on the State’s database. The Division of Revenue will check the proposed name for availability as part of the filing review process. If desired, you can reserve/register a name prior to submitting your filing by obtaining a reservation/registration. For information on name availability and reservation/registration services and fees, visit the Division’s WEB site at http://www.state.nj.us/treasury/revenue/certcomm.htm or call (609) 292-9292 Monday-Friday, 8:30 a.m. - 4:30 p.m. Field # 3 -- Name(s)/Jurisdiction(s) Of All Participating Business Entities List the name and home jurisdiction of each business entity involved in the merger/consolidation (participants). Field # 4—Date Plan Adopted State the date the shareholders or members of the surviving business entity approved the Merger/Consolidation plan. American LegalNet, Inc. www.FormsWorkflow.com Inst. Form UMC-3 Page 2 Field # 5-- Voting For each corporation involved, indicate whether or not there are members entitled to vote on the merger. If there are members, indicate the number of members entitled to vote, and the number of votes cast for and against; OR that the members gave unanimous written consent without a meeting. If there are no members, indicate either the number of trustees voting for or against along with the number of trustees present at the meeting; OR that the trustees gave unanimous written consent without a meeting. Field # 6—Service of Process/ATTESTATIONS Add a statement indicating that the surviving business entity may be served with process on behalf of any non-profit corporation that is party to the merger/consolidation. If the surviving business entity is not authorized or registered by the State Treasurer, add a statement appointing the Treasurer, State of New Jersey as agent to accept service of process and an address to which the Treasurer may mail such service. Field # 7—EFFECTIVE DATE (as needed) Specify the effective date if it is other than the filing date. The effective date cannot be before the filing date nor can it be more than 30 days after the filing date. The filing date is the date the document is received for processing. ATTACHMENTS Attach the plan of merger or consolidation. EXECUTION (Signature/Date) Have the chairman, president or vice-president of the surviving business entity sign. Also, list the date of execution (signature). ********** These documents should be filed in triplicate. Make checks payable to: TREASURER, STATE OF NEW JERSEY. (No cash, please) Mail to: NJ Division of Revenue, PO Box 308, Trenton, NJ 08646 FAX File: 609.984.6851 (Fax Filing is an optional expedited service subject to processing fees that are in addition to those stated above. For FAX Filing information , visit http://www.state.nj.us/treasury/revenue/dcr/programs/ffs.html. ) American LegalNet, Inc. www.FormsWorkflow.com