Certificate Of Consolidation Form. This is a Ohio form and can be use in Mergers And Consolidations Secretary Of State.
Tags: Certificate Of Consolidation, 550, Ohio Secretary Of State, Mergers And Consolidations
Page 1 of 10Form 550Last Revised: 06/2019 Toll Free: 877.767.3453 | Central Ohio: 614.466.3910 OhioSoS.gov | business@OhioSoS.gov File online or for more information: OhioBusinessCentral.gov Filing Form Cover LetterPlease return the approval certificate to: Address: City: ZIP Code: Phone Number: E-mail Address: Check here if you would like to receive important notices via e-mail from the Ohio Secretary of State's office regarding Business Services. Check here if you would like to be signed up for our Filing Notification System for the business entity being created or updated by filing this form. This is a free service provided to notify you via e-mail when any document is filed on your business record. Please make checks or money orders payable to: "Ohio Secretary of State" Type of Service Being Requested: (PLEASE CHECK ONE BOX BELOW) Regular Service: Only the filing fee listed on page one of the form is required and the filing will be processed in approximately 3-7 business days. The processing time may vary based on the volume of filings received by our office. Expedite Service 1: By including an Expedite fee of $100.00, in addition to the regular filing fee on page one of the form, the filing will be processed within 2 business days after it is received by our office. Expedite Service 2: By including an Expedite fee of $200.00, in addition to the regular filing fee on page one of the form, the filing will be processed within 1 business day after it is received by our office. This service is only available to walk-in customers who hand deliver the document to the Client Service Center. Expedite Service 3: By including an Expedite fee of $300.00, in addition to the regular filing fee on page one of the form, the filing will be processed within 4 hours after it is received by our office, if received by 1:00 p.m. This service is only available to walk-in customers who hand deliver the document to the Client Service Center. Preclearance Filing: A filing form, to be submitted at a later date for processing, may be submitted to be examined for the purpose of advising as to the acceptability of the proposed filing for a fee of $50.00. The Preclearance will be complete within 1-2 business days. Name (Individual or Business Name): To the Attention of (if necessary): State American LegalNet, Inc. www.FormsWorkFlow.com Page 2 of 10Form 550Last Revised: 06/2019Toll Free: 877.767.3453 Central Ohio: 614.466.3910 OhioSoS.gov business@OhioSoS.gov File online or for more information: OhioBusinessCentral.gov Mail this form to one of the following: Regular Filing (non expedite) P.O. Box 1329 Columbus, OH 43216 Expedite Filing (Two business day processing time. Requires an additional $100.00) P.O. Box 1390 Columbus, OH 43216 In accordance with the requirements of Ohio law, the undersigned corporations, limited liability companies and/or limited partnerships, desiring to effect a consolidation, set forth the following facts: B. The entity created by the consolidation is a: 1. 2. Certification of Consolidation Filing Fee: $99 (134-CONS) Form Must Be Typed A. The name of the entity created by the consolidation is: Domestic (Ohio entity) Foreign (Non-Ohio Entity) Jurisdiction of Formation For-Profit Corporation Nonprofit Corporation For-Profit Limited Liability Company Nonprofit Limited Liability Company Partnership Limited Partnership Limited Liability PartnershipForm 550 Prescribed by: If For-Profit Corporation in Ohio, please indicate total number of shares For screen readers, follow instructions located at this path.I. New Entity Created by Consolidation American LegalNet, Inc. www.FormsWorkFlow.com Page 3 of 10Form 550Last Revised: 06/2019 Please provide the name, charter/license/registration number, jurisdiction of formation, and the type of entity for each entity (other than the new entity) which is a party to the consolidation. Entity Name Charter / License/ Jurisdiction Type of Registration Number of Formation Entity Provide the name and mailing address of the person or entity from whom/which eligible persons may obtain a copy of the agreement of consolidation upon written request. This consolidation is to be effective on (The date must be on or after the date of filing. If no effective date is specified, the date of filing will be the effective date of the consolidation.) The laws of the jurisdiction under which each constituent entity exists, permits this consolidation. This consolidation was adopted, approved and authorized by each of the constituent entities in compliance with the laws of the jurisdiction under which it is formed, and the persons signing this certificate on behalf of each of the constituent entities are duly authorized to do so. Name Mailing Address City State Zip Code II. Consolidating EntitiesIII. Consolidation Agreement on FileIV. Effective Date of ConsolidationV. Consolidation Authorized American LegalNet, Inc. www.FormsWorkFlow.com Page 4 of 10Form 550Last Revised: 06/2019 Provide the name and address of the statutory agent upon whom any process, notice or demand against any constituent entity and the new entity may be served. If the new entity is a partnership, domestic corporation, domestic limited liability company or domestic limited partnership, then the agent must accept his or her appointment by signing below. The undersigned, named herein as the statutory agent upon whom service of process against any constituent entity or the new entity may be served, hereby acknowledges and accepts the appointment of statutory agent. VII. Service Upon the Secretary of State (Foreign) The newly created foreign corporation, foreign limited liability company or foreign limited partnership consents to service of process on the statutory agent listed above as long as the authority of the agent continues, and to service of process upon the Secretary of State if (1) the agent cannot be found; (2) if the partnership, corporation, limited liability company or limited partnership fails to designate another agent when required to do so; or (3) if the corporation's limited liability company's, or limited partnership's license or registration to do business in Ohio expires or is cancelled. VIII. Statement of Consolidation Upon filing, or upon such later date as specified herein, the consolidating entities listed herein shall consolidate to form the listed new entity. IX. Additional Filing Requirements for New Domestic Entities In the case of a consolidation into a new domestic corporation, limited liability company, or limited partnership, the articles of incorporation, articles of organization or the certificate of limited partnership of the new domestic entity must be filed with the certificate of consolidation. Name Mailing Address City State Zip Code Individual agent's signature/signature on behalf of Business Serving as AgentVI. Statutory Agent American LegalNet, Inc. www.FormsWorkFlow.com Page 5 of 10Form 550Last Revised: 06/2019 X. Additional Filing Requirements of Corporations Consolidating Out of Existence If a domestic corporation or foreign corporation licensed to transact business in Ohio is a constituent entity and the new entity is not a domestic corporation or foreign corporation to be licensed to in Ohio, the certificate of consolidation must be accompanied by the affidavits, receipts, certificates, or other evidence required by division (H) of section 1701.86, or division (G) of section 1702.47 of the Revised Code, with respect to each domestic constituent corporation, and/or by the affidavits, receipts, certificates, or other evidence required by division (C) or (D) of section 1703.17 of the Revised Code, with respect to each foreign corporation licensed to transact business in this state. XI. Qualification or Licensure of New Foreign Entity A New foreign entity that wishes to qualify in Ohio as part of the consolidation must file an additional form, as listed below, but no additional filing fee is required. Foreign Qualifying Corporation - Form 530A or B and a Certificate of Good Standing Foreign Qualifying Limited Liability Company - Form 533B Foreign Qualifying Limited Partnership - Form 531B Foreign Qualifying Liability P