Form Bcs/cd-550m - Cross Entity Merger For Use By Profit Corporations, Limited Liability Companies And Limited Partnerships Page 6
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8BCS/CD-550m (Rev. 03/07)
Name of person or organization remitting fees:
Preparer's name and 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 filable and may not meet your needs. This is a legal document and agency cannot provide legal advice.
2.
Submit one original of this document. Upon filing, the document will be added to the records of the Bureau of Commercial Services.
The original will be returned to your registered office address, unless you enter a different address in the box on the front of the
document.
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.
3.
Limited Liability Companies: This Certificate is to be used pursuant to sections 705a of Act 23, P.A. of 1993, for the
purpose of merging one or more domestic limited liability companies and other business entity.
Corporations: This Certificate is to be used pursuant to sections 701 through 707 of Act 284, P.A. of 1972, for the purpose of merging
two or more domestic and/or foreign corporations and any other business entity.
Limited Partnerships: This Certificate is to be used pursuant to section 210 of Act 213, P.A. of 1982, for the purpose of merging two or
more domestic and/or foreign limited partnerships and any other business entity.
4.
If more than two limited partnerships, limited liability companies, or corporations and other business organizations 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.
5.
Item 2 - 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.
6.
Limited Liability Companies and Corporations: Item 6 - A limited liability company and/or a corporation 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.
A corporation or a limited liability company surviving a merger may use as an assumed name the name of a nonsurvivor by filing a
Certificate of Assumed Name or by providing for the use of the assumed name in the Certificate of Merger. The survivor may also file a
Certificate of Assumed Name or adopt in the Certificate of Merger an assumed name of a nonsurvivor that was not transferred in Item 6.
A provision in the Certificate of Merger is treated as a new Certificate of Assumed Name.
7.
Foreign Corporations: Pursuant to sections 1021 and 1035 of Act 284, P.A. of 1972, when a foreign corporation authorized to
transact business in this state is a party to the merger, the foreign corporation shall file a certificate issued by the proper officer of
the jurisdiction of its incorporation attesting to the occurrence of the merger. The merger will not be on file for the foreign
corporation in Michigan and a foreign corporation which is a nonsurvivor will not be withdrawn or receive a Certificate of Withdrawal
until the certificate evidencing the merger is filed. The fee is $10.00.
8.
Foreign Limited Liability Companies: Pursuant to section 1005 of Act 23, P.A. 1993, when a foreign limited liaibity company authorized
to transact business in this state is a survivor in the merger, the foreign limited liability company shall file a certificate issued by the
proper officer of the jurisdiction of its organization attesting to the occurance of the merger. The fee is $10.00. A foreign limited liability
company authorized to transct business in this state that is not a survivor will not be withdrawn until a Certificate of Withdrawal (form
BCS/CD-761) is filed.
9.
Limited Partnerships: A foreign limited partnership which is registered in Michigan and is a nonsurvivor will not be cancelled until
a Certificate of Cancellation is filed. (BCS/CD-404)
10.
Signatures:
Domestic Limited Liability Companies: 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.
Domestic Corporations: This Certificate must be signed by an authorized officer or agent of each domestic corporation involved in the
merger unless the incorporators of a domestic profit corporation approve the merger pursuant to sections 706 and 707 of the Act in which
case this Certificate shall be signed by a majority of the incorporators.
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