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Secretary of State
Business Programs Division
Business Entities
1500 11th Street, Sacramento, CA 95814
P.O. Box 944260, Sacramento, CA 94244-2600

Business Entities Submission Cover Sheet

For faste stservice, file online at bizfileOnline.sos.ca.gov.

Instructions:

• Complete and include this form with your paper submission. This form will not be made part of
the filed document.

• Make all checks or money orders payable to the Secretary of State.

• In-person submissions (excluding Statements of Information): $15 special handling fee . D o not
include a $15 special handling fee when submitting documents by mail.

• All submissions are reviewed in the date order of receipt , with online submissions given priority.
For updated processing time information, visit www.sos.ca.gov/business/be/processing-dates.

• To obtain a certified copy, includ certificationefees with your submission.

Note: All correspondence related to your submission will be
sent to the name and address on your check or money order.

Contact Person (Please type or print legibly):

First Name: Last Name:

Phone Number: Email:

Entity Information (Please type or print legibly):

Entity Name:

Entity Number (if applicable):

Comments:

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Submission Cover Sheet (REV 03/2024)

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                                                                                  Secretary of State 
                                                                    Business Programs Division 
                                              Business Entities, 1500 11th Street, Sacramento, CA 95814 

                                    Certificate of Merger 
                                      General Information 

The attached Certificate of Merger (Form OBE MERGER-1) may be used for the following mergers:
As long as there is a qualified corporation, limited liability company or limited partnership, the 
merger can be initiated online at bizfileOnline.sos.ca.gov. 
• Limited Liability Company Mergers:       Mergers involving only limited liability companies in which
  one or more California limited liability companies is a party to the merger;

• Limited Partnership Mergers:      Mergers involving only limited partnerships in which one or more
  California limited partnerships is a party to the merger; and

• Interspecies Mergers:         Mergers involving “other business entities” in which one or more
  California corporations, limited liability companies, limited partnerships, or partnerships is a
  party to the merger. [The term “other business entity” is defined in California Corporations Code
  sections 174.5 ,5063.5 ,12242.5 15911.01(k) ,   16901(12),     and 17710.01(k).]

Upon the filing of the Certificate of Merger by the Secretary of State, the separate existence of the
disappearing domestic or qualified/registered business entity shall cease in California. 

Statutory filing provisions are found in California Corporations Code sections 1113(g)
(stock corporations); 3203(g) (social purpose corporations); 6019.1 (nonprofit public benefit
corporations); 8019.1   (nonprofit mutual benefit corporations); 9640 (nonprofit religious corporations); 
12540.1   (general cooperative corporations); 15911.14       (limited partnerships); 16915(b) (general 
partnerships and limited liability partnerships); and 17710.14 (limited liability companies). One or
more business entities can merge only if each entity is authorized by the laws under which it is 
organized to effect the merger and at least one California domestic entity is involved. 

There are a variety of filing requirements based not only on the types of entities involved in the merger, 
but also the domicile of the entities merging and whether or not any foreign (out-of-state) entities are
qualified to transact business in the State of California. It is not feasible to provide information and
sample documents for each set of circumstances. Documents must be drafted in accordance with
applicable law, dependent upon the particular circumstances of the entities involved.    Due to the
complexity of merger transactions, it is recommended that the advice of private legal counsel,
specializing in business entity matters, be consulted regarding the specific needs of the merging
entities. 

When preparing merger documents, regardless of the type of merger, be sure the entity name included 
in the documents is exactly as it appears on the records of the Secretary of State, including entity
endings, punctuation and abbreviations.    For mergers in which a California or qualified foreign
corporation or limited liability company is a party to the merger, prior to filing please verify the status of 
the entity being merged, as merger documents       cannot    be filed on behalf of suspended/forfeited
corporations or limited liability companies.  (California Revenue and Taxation Code sections
23301,23301.5      and  23775.) The status of the entity can be checked online on the Secretary of
State's California Business Search at bizfileOnline.sos.ca.gov.

Secretary of State Information             Page 1 of 3                  2022 California Secretary of State 
MRG-INTR (Rev. 03/2022)                                                        bizfileOnline.sos.ca.gov

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Additional Information 
If the surviving entity is a foreign limited liability company or foreign other business entity and a
California (domestic) limited liability company is one of the disappearing entities:  The surviving entity 
shall file with the Secretary of State (1) an agreement that the entity may be served in this state in a
proceeding for the enforcement of an obligation of any merging entity and in a proceeding to enforce
the rights of any holder of a dissenting interest or dissenting shares in a merging domestic limited
liability company or domestic other business entity; (2) an irrevocable appointment of the Secretary of 
State as the entity’s agent for service of process, and an address to which process may be forwarded; 
and (3) an agreement that the entity will promptly pay the holder of any dissenting interest or dissenting 
share in a merging domestic limited liability company or domestic other business entity the amount to 
which that person is entitled under California law.           (California Corporations Code section
17710.17(f)(1),(2) and (3)      .) 

If no California entity is a party to the merger (all parties are foreign entities whether qualified or not): 
The Certificate of Merger may not be filed in California. If a disappearing entity in the merger is qualified 
or registered in California, to surrender or cancel the entity, it will be necessary to file a:  

1) Certificate of Surrender – for foreign corporations;
2) Certificate of Cancellation (Form LLC-4/7) – for foreign limited liability companies;
3) Certificate of Cancellation (Form LP-4/7) – for foreign limited partnerships; or
4) Notice of Status Change (Form LLP-4) – for foreign limited liability partnerships.

The forms, along with pertinent filing information and instructions, are available on the Secretary of
State’s website at www.sos.ca.gov/business-programs/business-entities/forms. 

Where to File 
The  merger  document(s)  can  be  mailed  to  Secretary  of  State,  Document  Filing  Support  Unit,  1500 
11th Street, 3rd Floor, Sacramento, CA 95814 or delivered in person (drop off) to the Sacramento
office. Merger documents are filed only in the Secretary of State’s Sacramento office. Please refer
to the Secretary of State file number(s) when submitting document(s) for filing to ensure proper
application. For easier completion, the Certificate of Merger (Form OBE MERGER-1) is available   on         
the Secretary of State's website at www.sos.ca.gov/business-programs/business-entities/forms.

Fees 
The fee for filing a Certificate of Merger (Form OBE MERGER-1) is $150.00 for interspecies mergers, 
$70.00 for mergers involving only limited liability companies and $70.00 for mergers involving only
limited partnerships          A non-refundable $15.00  handling fee is  applicable   for         processing
documents delivered in person (drop off) at the Sacramento office. 

Copies 
Upon filing, we will return one (1) uncertified copy of your filed document for free, and will certify the 
copy upon request and payment of a $5.00 certification fee at the time of submission.

Secretary of State Information          Page 2 of 3                     2022 California Secretary of State 
MRG-INTR (Rev. 03/2022)                                                      bizfileOnline.sos.ca.gov

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Signatory Requirements 
A  Certificate  of  Merger  (Form  OBE  MERGER-1)  must  be  executed  and  acknowledged  by  the  surviving  entity 
and by each merging other business entity as set forth in California Corporations Code section                            1113(g)(1)
or (2)  ,3203(g)(1) or (2)     , 6019.1(f),  8019.1(g), 12540.1(g), 15911.14(a),             16915(b)          or 17710.14(a). The
following table clarifies these signatory requirements: 

Entity Type                              Domestic or Foreign                                 Signatories 

                                                                 Executed and acknowledged by the chairperson of 
                                         Domestic and  
Corporations                                                     the board, president or a vice president and also by 
                                         Foreign 
                                                                 its secretary or an assistant secretary.   

                                                                 Executed and acknowledged by all managers of the 
                                                                 limited liability company, or if none, by all members 
                                         Domestic 
                                                                 (unless a lesser number is specified in the articles 
Limited Liability Companies                                      of organization or operating agreement). 

                                                                 Executed and acknowledged by one or more 
                                         Foreign 
                                                                 managers, or if none, by all members. 

                                                                 Executed and acknowledged by all general partners 
                                                                 (unless  a  lesser  number is provided in the 
                                         Domestic 
                                                                 certificate of limited partnership or limited 
Limited Partnerships                                             partnership agreement). 

                                                                 Executed and acknowledged by one or more 
                                         Foreign 
                                                                 general partners. 

                                                                 Executed and acknowledged by two partners 
                                         Domestic                (unless  a  lesser  number is provided in the 
General Partnerships and                                         partnership agreement). 
Limited Liability Partnerships 
                                                                 Executed and acknowledged by one or more 
                                         Foreign 
                                                                 general partners. 

                                                                 Executed by those persons required or authorized 
Business Trusts;                                                 to  execute  the  certificate of merger by the laws 
                                         Domestic and  
Real Estate Investment Trusts;                                   under  which that party is organized, specifying for 
                                         Foreign 
Unincorporated Associations                                      that party the provision of law or other basis for the 
                                                                 authority of the signing persons. 

If the certificate is signed by an attorney-in-fact, the signature should be followed by the words “attorney-in-fact for 
(name of the person).” 
If the certificate is signed by an entity, the person who signs on behalf of the entity should note their name and 
position/title, the exact entity name and the entity’s relation to the merging entity. Example: If a limited liability
company (“Smith LLC”) is the manager of a merging limited liability company, the signature of the person signing 
on behalf of Smith LLC should be reflected as Joe Smith, Manager of Smith LLC, Manager. 

If the certificate is signed by a trust, the trustee should sign as follows: _____ , trustee for ______  trust (including 
the date of the trust, if applicable).  Example:  Mary Todd, trustee of the Lincoln Family Trust (U/T/A 5/1/94).  
If the surviving entity or the merging other business entity is a limited partnership, and the certificate is filed by any 
person other than the general partner(s), the signature must be followed by the words “signature pursuant to
Section __________” identifying the appropriate statutory authority. (California Corporations Code section
15902.05(d).) 

Secretary of State Information                       Page 3 of 3                             2022 California Secretary of State 
MRG-INTR (Rev. 03/2022)                                                                                        bizfileOnline.sos.ca.gov

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                                         Instructions for Completing the 
                         Certificate of Merger (Form OBE MERGER-1) 

Where to File:    For easier completion, this form is available on the Secretary of State's website at
www.sos.ca.gov/business/be/forms.htm and can be completed online and printed to mail. The completed form can 
be mailed to Secretary of State, Document Filing Support Unit, 1500 11th Street, 3rd Floor, Sacramento, CA 95814 
or delivered in person (drop off) to the Sacramento office. If you are not completing this form online, please type or 
legibly print in black or blue ink.  This form is filed only in the Sacramento office.  

Legal Authority: Statutory filing provisions are found in California Corporations Code sections       1113(g),3 203(g), 
6019.1,8019.1 9640,   12540.1,   15911.14, 16915(b), and   17710.14. All statutory references are to the California
Corporations Code, unless otherwise indicated.  Note:  If a limited partnership is a party to the merger, signing the 
Certificate of Merger (Form OBE MERGER-1) constitutes an affirmation under penalty of perjury that the facts
stated in the document are true. (Section 15902.08(b).)  

• The Certificate of Merger (Form OBE MERGER-1) may be used for mergers between: (1) limited liability
  companies only, in which a one or more California limited liability companies are a party to the merger; (2)
  limited partnerships only, in which one or more California limited partnerships are a party to the merger; or (3)
  other business entities (i.e., interspecies mergers), in which one or more California corporations, limited liability
  companies, limited partnerships or partnerships are a party to the merger. [The term “other business entity” is
  defined in Sections 174.5,5063.5,12242.5 15911.01(k) ,   16901(12),     and 17710.01(k).]

• It is recommended that legal counsel be consulted prior to submitting the Certificate of Merger (Form OBE
  MERGER-1) to ensure that all issues are appropriately addressed.

Fees: The fee for filing the Certificate of Merger (Form OBE MERGER-1) is: (1) $150.00 for interspecies
mergers; (2) $70.00 for mergers involving only limited liability companies; and (3) $70.00 for mergers involving only 
limited partnerships. A non-refundable $15.00 handling fee is applicable for processing documents
delivered in person (drop off) at the Sacramento office.

Copies:  Upon filing, we will return one (1) uncertified copy of your filed document for free, and will certify the 
copy upon request and payment of a $5.00 certification fee at the time of submission. 

Additional Information & Filing Requirements:        Please refer to the attached “Certificate of Merger - General
Information” document for additional information and requirements for filing a Certificate of Merger. 

Complete the Certificate of Merger (Form OBE MERGER-1) as follows: 

Items      Enter the following information for the surviving entity (Items 1-4) and the disappearing entity  
1-8.       (Items 5-8):  The exact name of the entity, the type of entity (e.g., corporation, limited liability company, 
           limited partnership, etc.), the entity    number issued to the entity by the California Secretary of State,
           if any, and the jurisdiction (state or country) under which the entity was organized.      If more than
           one entity is disappearing, attach additional pages with the required information. 

Item 9.    This statement is required by statute and must not be altered. If a vote was required pursuant to the
           applicable law, specify the class and the number of outstanding interests of each class entitled to vote 
           on the merger and the percentage vote required for each class. Attach additional pages, if necessary. 

Item 10.   If equity securities of a parent party are to be issued in the merger, check the applicable statement 
           regarding the vote of the shareholders of the parent party.  Only one box may be checked. 

OBE MERGER-1 INSTRUCTIONS (REV 03/2022)                                                                         PAGE 1 OF 2

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OBE MERGER-1 Instructions
Page 2 of 2

Item 11. If the surviving entity in the merger is a domestic limited liability company, limited partnership or
registered general partnership, enter any requisite changes to the information set forth in the surviving
entity’s Articles of Organization, Certificate of Limited Partnership or Statement of Partnership Authority
resulting from the merger, if any, and include the text of each amendment adopted. Attach additional
pages, if necessary. (Sections 15911.14,16915 and 17710.14.)

Item 12. If a disappearing entity in the merger is a domestic limited liability company, limited partnership or
partnership, enter the address of the principal place of business of the surviving entity. Item 12 should
not be completed when the merger is between entities of the same type where there is a surviving
domestic entity (e.g., a disappearing domestic or foreign limited liability company merging into a
surviving domestic limited liability company). (Sections 15911.14, 16915 and 17710.14.)

Item 13. Enter any other information required to be stated in the Certificate of Merger by the laws under which
each party to the merger was organized. Attach additional pages, if necessary.

Item 14. Set forth the statutory authority or other basis under which each foreign corporation or other business
entity is authorized by law to effect the merger.

Item 15. Enter a valid future effective date of the Certificate of Merger, if any. If none is indicated, the merger
shall be effective upon filing with the California Secretary of State, or as otherwise provided by law.

Item 16. This statement confirms that attachments to the Certificate of Merger, if any, are incorporated by
reference.

Item 17. The Certificate of Merger must be signed and acknowledged by each constituent other business entity
as set forth in Sections 1113(g)(1) or (2) 3, 203(g)(1) or (2), 6019.1(f) 8019.1(g), 12540.1(g), ,
15911.14(a),16915(b) or 17710.14(a). If additional signature space is necessary, the acknowledged
signature(s) may be made on an attachment to the Certificate of Merger. Note: If a constituent other
business entity is a business trust, real estate investment trust or an unincorporated association, set
forth the provision of law or other basis for the authority of the person signing.

Any attachments to the Certificate of Merger are incorporated by reference and made part of the Certificate of
Merger. All attachments should be 8 ½” x 11”, one-sided and legible.

OBE MERGER-1 INSTRUCTIONS (REV 03/2022) PAGE 2 OF 2

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OBE MERG

State of California
Secretary of State

Certificate of Merger

(California Corporations Code sections
1113(g), 3203(g), 6019.1, 8019.1, 9640, 12540.1, 15911.14, 16915(b) and 17710.14)

Filing Fee: $150.00; Certification Fee (Optional): $5.00 This Space For Filing Use Only
1. NAME OF SURVIVING ENTITY 2. TYPE OF ENTITY 3. CA SECRETARY OF STATE ENTITY NUMBER 4. JURISDICTION

5. NAME OF DISAPPEARING ENTITY 6. TYPE OF ENTITY 7. CA SECRETARY OF STATE ENTITY NUMBER 8. JURISDICTION

9. THE PRINCIPAL TERMS OF THE AGREEMENT OF MERGER WERE APPROVED BY A VOTE OF THE NUMBER OF INTERESTS OR SHARES OF EACH CLASS THAT
EQUALED OR EXCEEDED THE VOTE REQUIRED. (IF A VOTE WAS REQUIRED, SPECIFY THE CLASS AND THE NUMBER OF OUTSTANDING INTERESTS OF
EACH CLASS ENTITLED TO VOTE ON THE MERGER AND THE PERCENTAGE VOTE REQUIRED OF EACH CLASS. ATTACH ADDITIONAL PAGES, IF NEEDED.)
SURVIVING ENTITY DISAPPEARING ENTITY
CLASS AND NUMBER AND PERCENTAGE VOTE REQUIRED CLASS AND NUMBER AND PERCENTAGE VOTE REQUIRED

10. IF EQUITY SECURITIES OF A PARENT PARTY ARE TO BE ISSUED IN THE MERGER, CHECK THE APPLICABLE STATEMENT.
No vote of the shareholders of the parent party was required. The required vote of the shareholders of the parent party was obtained.
11. IF THE SURVIVING ENTITY IS A DOMESTIC LIMITED LIABLITY COMPANY, LIMITED PARTNERSHIP, OR PARTNERSHIP, PROVIDE THE REQUISITE CHANGES (IF
ANY) TO THE INFORMATION SET FORTH IN THE SURVIVING ENTITY’S ARTICLES OF ORGANIZATION, CERTIFICATE OF LIMITED PARTNERSHIP OR
STATEMENT OF PARTNERSHIP AUTHORITY RESULTING FROM THE MERGER. ATTACH ADDITIONAL PAGES, IF NECESSARY.

12. IF A DISAPPEARING ENTITY IS A DOMESTIC LIMITED LIABLITY COMPANY, LIMITED PARTNERSHIP, OR PARTNERSHIP, AND THE SURVIVING ENTITY IS NOT
A DOMESTIC ENTITY OF THE SAME TYPE, ENTER THE PRINCIPAL PLACE OF BUSINESS OF THE SURVIVING ENTITY.
PRINCIPAL PLACE OF BUSINESS OF SURVIVING ENTITY CITY AND STATE ZIP CODE

13. OTHER INFORMATION REQUIRED TO BE STATED IN THE CERTIFICATE OF MERGER BY THE LAWS UNDER WHICH EACH CONSTITUENT OTHER BUSINESS
ENTITY IS ORGANIZED. ATTACH ADDITIONAL PAGES, IF NECESSARY.

14. STATUTORY OR OTHER BASIS UNDER WHICH A FOREIGN OTHER BUSINESS ENTITY IS AUTHORIZED TO EFFECT 15. FUTURE EFFECTIVE DATE, IF ANY
THE MERGER.
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(Month) (Day) (Year)
16. ADDITIONAL INFORMATION SET FORTH ON ATTACHED PAGES, IF ANY, IS INCORPORATED HEREIN BY THIS REFERENCE AND MADE PART OF THIS
CERTIFICATE.
17. I CERTIFY UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA THAT THE FOREGOING IS TRUE AND CORRECT OF MY OWN
KNOWLEDGE. I DECLARE I AM THE PERSON WHO EXECUTED THIS INSTRUMENT, WHICH EXECUTION IS MY ACT AND DEED.

SIGNATURE OF AUTHORIZED PERSON FOR THE SURVIVING ENTITY DATE TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON

SIGNATURE OF AUTHORIZED PERSON FOR THE DISAPPEARING ENTITY DATE TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON

SIGNATURE OF AUTHORIZED PERSON FOR THE DISAPPEARING ENTITY DATE TYPE OR PRINT NAME AND TITLE OF AUTHORIZED PERSON
For an entity that is a business trust, real estate investment trust or an unincorporated
association, set forth the provision of law or other basis for the authority of the person signing:
OBE MERGER-1 (REV 11/2023) 2023 California Secretary of State
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