FLORIDA DEPARTMENT OF STATE DIVISION OF CORPORATIONS Attached is a form for filing Articles of Merger pursuant to section 607.1105, Florida Statutes, when two or more entities merge. This form is basic and may not meet all merger needs. The advice of an attorney is recommended. The document must be typed or printed and must be legible. PLEASE NOTE: The term ‘domestic’ when used in this document is referring to a ‘Florida’ entity. Pursuant to section 607.0123, Florida Statutes, a delayed effective date may be specified but may not be later th than the 90 day after the date on which the document is filed. Filing Fee $35.00 for each merging and $35 for each surviving entity (Includes a letter of acknowledgment) Certified Copy (optional) $8.75 Send one check in the total amount payable to the Florida Department of State. Please include a cover letter containing your telephone number, return address and certification requirements, or complete the attached cover letter. Mailing Address: Street Address: Amendment Section Amendment Section Division of Corporations Division of Corporations P.O. Box 6327 The Centre of Tallahassee Tallahassee, FL 32314 2415 N. Monroe Street, Suite 810 Tallahassee, FL 32303 For further information, you may contact the Amendment Section at (850) 245-6050. INHS64 (3/20) |
COVER LETTER TO: Amendment Section Division of Corporations SUBJECT: Name of Surviving Entity The enclosed Articles of Merger and fee are submitted for filing. Please return all correspondence concerning this matter to following: Contact Person Firm/Company Address City/State and Zip Code E-mail address: (to be used for future annual report notification) For further information concerning this matter, please call: At ( ) Name of Contact Person Area Code & Daytime Telephone Number Certified copy (optional) $8.75 (Please send an additional copy of your document if a certified copy is requested) Mailing Address: Street Address: Amendment Section Amendment Section Division of Corporations Division of Corporations P.O. Box 6327 The Centre of Tallahassee Tallahassee, FL 32314 2415 N. Monroe Street, Suite 810 Tallahassee, FL 32303 IMPORTANT NOTICE: Pursuant to s.607.1622(8), F.S., each party to the merger must be active and current in filing its annual report through December 31 of the calendar year which this articles of merger are being submitted to the Department of State for filing. |
ARTICLES OF MERGER The following articles of merger are submitted in accordance with the Florida Business Corporation Act, pursuant to section 607.1105, Florida Statutes. FIRST: The name and jurisdiction of the surviving entity: Name Jurisdiction Entity Type Document Number (If known/ applicable) _____________________________________ __________ _________ _______________ SECOND: The name and jurisdiction of each merging eligible entity: Name Jurisdiction Entity Type Document Number (If known/ applicable) _____________________________________ __________ _________ _______________ _____________________________________ __________ _________ _______________ _____________________________________ __________ _________ _______________ _____________________________________ __________ _________ _______________ _____________________________________ __________ _________ _______________ THIRD: The merger was approved by each domestic merging corporation in accordance with s.607.1101(1)(b), F.S., and by the organic law governing the other parties to the merger. |
FOURTH: Please check one of the boxes that apply to surviving entity: ☐ This entity exists before the merger and is a domestic filing entity. ☐ This entity exists before the merger and is not authorized to transact business in Florida. ☐ This entity exists before the merger and is a domestic filing entity, and its Articles of Incorporation are being amended as attached. ☐ This entity is created by the merger and is a domestic corporation, and the Articles of Incorporation are attached. ☐ This entity is a domestic eligible entity and is not a domestic corporation and is being amended in connection with this merger as attached. ☐ This entity is a domestic eligible entity being created as a result of the merger. The public organic record of the survivor is attached. ☐ This entity is created by the merger and is a domestic limited liability limited partnership or a domestic limited liability partnership, its statement of qualification is attached. FIFTH: Please check one of the boxes that apply to domestic corporations: ☐ The plan of merger was approved by the shareholders and each separate voting group as required. ☐ The plan of merger did not require approval by the shareholders. SIXTH: Please check box below if applicable to foreign corporations ☐ The participation of the foreign corporation was duly authorized in accordance with the corporation’s organic laws. SEVENTH: Please check box below if applicable to domestic or foreign non corporation(s). ☐ Participation of the domestic or foreign non corporation(s) was duly authorized in accordance with each of such eligible entity’s organic law. |
EIGHTH: If other than the date of filing, the delayed effective date of the merger, which cannot be prior to nor more than 90 days after the date this document is filed by the Florida Department of State: Note: If the date inserted in this block does not meet the applicable statutory filing requirements, this date will not be listed as the document’s effective date on the Department of State’s records. NINTH: Signature(s) for Each Party: Typed or Printed Name of Entity/Organization: Signature(s): Name of Individual: Corporations: Chairman, Vice Chairman, President or Officer (If no directors selected, signature of incorporator.) General partnerships: Signature of a general partner or authorized person Florida Limited Partnerships: Signatures of all general partners Non-Florida Limited Partnerships: Signature of a general partner Limited Liability Companies: Signature of an authorized person |