FLORIDA DEPARTMENT OF STATE DIVISION OF CORPORATIONS Attached is a form to file a Articles of Merger pursuant to section 605.1025, Florida Statutes. This form is basic and may not meet all merger needs. The advice of an attorney is recommended. Filing Fees: $25.00 for each Limited Liability Company $35.00 for each Corporation $52.50 for each Limited Partnership or Limited Liability Limited Partnership $25.00 for each General Partnership or Limited Liability Partnership $25.00 for each Other Business Entity Certified Copy (optional): $30.00 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. Important Notice: Pursuant to s.605.0212(8), F.S., each party to the merger must be active and current in filing its annual reports through December 31 of the calendar year in which the articles of merger are submitted to the department for filing. CR2E080 (3/20) |
COVER LETTER TO: Amendment Section Division of Corporations SUBJECT: Name of Surviving Party The enclosed Certificate of Merger and fee(s) are submitted for filing. Please return all correspondence concerning this matter to: 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) $30.00 STREET ADDRESS: MAILING ADDRESS: Amendment Section Amendment Section Division of Corporations Division of Corporations Clifton Building P. O. Box 6327 2661 Executive Center Circle Tallahassee, FL 32314 Tallahassee, FL 32301 CR2E080 (2/20) |
Articles of Merger For Florida Limited Liability Company The following Articles of Merger is submitted to merge the following Florida Limited Liability Company(ies) in accordance with s. 605.1025, Florida Statutes. FIRST: The exact name, form/entity type, and jurisdiction for each merging party are as follows: Name Jurisdiction Form/Entity Type SECOND: The exact name, form/entity type, and jurisdiction of the surviving party are as follows: Name Jurisdiction Form/Entity Type THIRD: The merger was approved by each domestic merging entity that is a limited liability company in accordance with ss.605.1021-605.1026; by each other merging entity in accordance with the laws of its jurisdiction; and by each member of such limited liability company who as a result of the merger will have interest holder liability under s.605.1023(1)(b). |
FOURTH: Please check one of the boxes that apply to surviving entity: (if applicable) ☐ This entity exists before the merger and is a domestic filing entity, the amendment, if any to its public organic record are attached. ☐ This entity is created by the merger and is a domestic filing entity, the public organic record 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. ☐ This entity is a foreign entity that does not have a certificate of authority to transact business in this state. The mailing address to which the department may send any process served pursuant to s. 605.0117 and Chapter 48, Florida Statutes is: FIFTH: This entity agrees to pay any members with appraisal rights the amount, to which members are entitled under ss.605.1006 and 605.1061-605.1072, F.S. SIXTH: 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. SEVENTH: 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 Fees: For each Limited Liability Company: $25.00 For each Corporation: $35.00 For each Limited Partnership: $52.50 For each General Partnership: $25.00 For each Other Business Entity: $25.00 Certified Copy (optional): $30.00 |