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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 

                                                   Submission Cover Sheet

For faster service, file online at bizfileOnline.sos.ca.gov               . 

Instructions: 

• Complete and include this form with your paper submission. This information only will be
  used to communicate in writing about the submission, if needed. This form will be
  treated as correspondence and 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 handling fee; do not include
  a $15 handling fee when submitting documents by mail.

• Standard processing time for submissions to this office is approximately 5 business days from
  receipt. 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.

Optional Copy and Certification Fees: 

• If applicable, include optional certification fees with your submission.

• For applicable certification fee information, refer to the instructions of the specific form you are
  submitting.

Contact Person: (Please type or print legibly) 

First Name:                                      Last Name: 

Phone (optional):  

Entity Information: (Please type or print legibly) 

Name:  

Entity Number (if applicable):  

Address: 

Comments

Submission Cover Sheet (REV 03/2022)                            Clear Form  Print Form



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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 STATEENTITY 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 ADDRESS OF THE SURVIVING ENTITY. 
     PRINCIPAL ADDRESS 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.
                                                                                                                     -                           -
                                                                                                             (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 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  (REV03/2022)                                                                                    202 2California Secretary of State                  
                                                                                                               Clear Form                         Print Form



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                                                                                                                Sample 

Certificate of Ownership 

                                     and     certify that: 

1. They are the president and the secretary, respectively, of (Name of Surviving
   Corporation), a California corporation, with California Entity Number (Secretary
   of State Entity Number).

2. This corporation owns 100% of the outstanding share of (Name of Disappearing
   Corporation),          a California corporation, with California Entity Number (Secretary
   of State Entity Number).

3. The board of directors of this corporation duly adopted the following resolution:

   RESOLVED, that this corporation merge  (Name of Disappearing Corporation), its
   wholly-owned  subsidiary  corporation,  into  itself  and  assume  all  its  obligations
   pursuant to California Corporations Code section 1110.

We further declare under penalty of perjury under the laws of the State of California that 
the matters set forth in this certificate are true and correct of our own knowledge. 

Date:  ______________________ 

                                           (Signature of President) 
                                           (Typed Name of President), President 

                                           (Signature of Secretary) 
                                           (Typed Name of Secretary), Secretary 

The  sample  Certificate of  Ownership is  for use by a parent corporation  owning 100 percent of the outstanding  shares of the 
subsidiary.  The sample is provided to be used as a guideline ONLY in the preparation of original documents for filing with the 
Secretary of State.  For other situations, refer to California Corporations Code section 1110. 

Secretary of State Sample                                                                       202 2California Secretary of State        
OWNERSHIP (REV     03/2022)                                                                          bizfileOnline.sos.ca.gov



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                                                                                                  Sample - Stock 

Agreement of Merger 

This Agreement of Merger is entered into between                    (Name of Surviving Corporation                     ), a California 
corporation, with California Entity Number                      (Secretary of State Entity Number), (herein "Surviving  
Corporation") and             (Name of Disappearing Corporation),    a California corporation        (herein "Merging                 
Corporation"), with California Entity Number (Secretary of State Entity Number). 

1. Merging Corporation shall be merged into Surviving Corporation.
                                                                   
                     NOTE: Use only one of the #2 statements. DO NOT USE BOTH STATEMENTS 

2. The outstanding shares of Merging Corporation shall be canceled without consideration.

                                          OR 

2. Each outstanding share of Merging Corporation shall be converted into
 
          shares of Surviving Corporation.

3. The outstanding shares of Surviving Corporation shall remain outstanding and are not affected
          by the merger.

4. Merging Corporation shall from time to time, as and when requested by Surviving Corporation,
          execute and deliver all such documents and instruments and take all such action necessary or
          desirable to evidence or carry out this merger.

5. The effect of the merger and the effective date of the merger are as prescribed by law.

IN WITNESS WHEREOF the parties have executed this Agreement.

                                                                  (Name of Surviving Corporation) 

                                                                     (Signature of President) 
                                                                   (Typed Name of President), President 

                                                                     (Signature of Secretary) 
                                                                   (Typed Name of Secretary), Secretary 

                                                                  (Name of Disappearing Corporation) 

                                                                     (Signature of President) 
                                                                   (Typed Name of President), President 

                                                                     (Signature of Secretary) 
                                                                   (Typed Name of Secretary), Secretary 

This sample Agreement of Merger is for use by stock corporations when there is only one class of shares and 100% shareholder approval is received. 
The sample is provided to be used as a guideline ONLY in the preparation of original documents for filing with the Secretary of State.  For other 
situations, refer to California Corporations Code section 1103. 
Secretary of State Sample                                                                    202 2California Secretary of State        
MERGER-STOCK (REV  03/2022)                                                                                             bizfileOnline.sos.ca.gov 



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                                     Sample – Officers’ Certificate / Stock 

Certificate of Approval 
                   of        
 Agreement of Merger 

                               and          certify that: 

1. They are the president and the secretary, respectively, of (Name of Corporation), a 
California corporation, with California Entity Number (Secretary of State Entity Number).

2. The principal terms of the Agreement of Merger in the form attached were duly approved 
by the board of directors and by the shareholders of the corporation by a vote that 
equaled or exceeded the vote required.

3. The shareholder approval was by the holders of 100% of the outstanding shares of the 
corporation.

4. There is only one class of shares and the number of shares outstanding entitled to vote 
on the merger is                         .

We further declare under penalty of perjury under the laws of the State of California that 
the matters set forth in this certificate are true and correct of our own knowledge. 

Date:  ________________________  

                                                      (Signature of President) 
                                          (Typed Name of President), President 

                                                      (Signature of Secretary 
                                          (Typed Name of Secretary), Secretary 

This sample officers’ certificate is for use by stock corporations when there is only one class of shares and 100% shareholder 
approval is received.  The sample is provided to be used as a guideline ONLY in the preparation of original documents for filing 
with the Secretary of State.  For other situations, refer to California Corporations Code section 1103. 
An officers’ certificate for each corporation MUST accompany the Agreement of Merger. 

Secretary of State Sample                                                              202 2California Secretary of State   
MERGER APPROVAL-STOCK (REV 03/202 )2                                                                    bizfileOnline.sos.ca.gov 



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                                                                          Sample - Nonprofit 

Agreement of Merger 

This Agreement of Merger is entered into between                          (Name of Surviving Corporation), a 
California  Nonprofit          (Public  Benefit,  Mutual  Benefit  OR  Religious)  corporation,  with 
California  Entity  Number                (Secretary  of  State  Entity  Number)  (herein  "Surviving 
Corporation") and  (Name of Disappearing Corporation), a California Nonprofit                      (Public 
Benefit,  Mutual  Benefit  OR  Religious)  corporation,  with  California  Entity  Number 
(Secretary of State Entity Number) (herein "Merging Corporation").

1. Merging Corporation shall be merged into Surviving Corporation.

2. Each membership of Merging Corporation shall be converted into one membership
of Surviving Corporation.

3. Merging Corporation shall from time to time, as and when requested by Surviving
Corporation, execute and deliver all such documents and instruments and take all
such action necessary or desirable to evidence or carry out this merger.

4. The effect of the merger and the effective date of the merger are as prescribed by
law.

IN WITNESS WHEREOF the parties have executed this Agreement. 

                                          (Name of Surviving Corporation) 

                                                                          (Signature of President) 
                                          (Typed Name of President), President 

                                                                          (Signature of Secretary) 
                                          (Typed Name of Secretary), Secretary 

                                          (Name of Disappearing Corporation) 

                                                                          (Signature of President) 
                                          (Typed Name of President), President 

                                                                          (Signature of Secretary) 
                                          (Typed Name of Secretary), Secretary 
This sample Agreement of Merger is for use by nonprofit corporations having members.  The sample is provided to be used as 
a guideline ONLY in the preparation of original documents for filing with the Secretary of State.  For other situations, refer to 
California Corporations Code sections 6010 et seq., 8010 et seq. or 9640. 

Secretary of State Sample                                                  202 2California Secretary of State        
MERGER-NONPROFIT (REV          03/2022)                                          bizfileOnline.sos.ca.gov 



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                                       Sample – Officers’ Certificate / Nonprofit 

                  Certificate of Approval 
                               of 
                   Agreement of Merger
                   
                                               and                                           certify that: 

                  1.    They are the president and the secretary, respectively, of                         (Name of 
                        Corporation), a California Nonprofit                  (Public Benefit, Mutual Benefit OR 
                        Religious) corporation, with California Entity        Number         (Secretary of State           
                        Entity Number).

                  2.    The principal terms of the Agreement of Merger in the form attached were 
                        duly approved by the board of directors and by the required vote of the 
                        members of the corporation.

                  3.    There is only one class of members and the total number of members of 
                        the corporation entitled to vote on the merger is                          .
  NOTE 
  Use only one    4.    No other approvals are required.
  of the #4 
  statements                                            OR 

 DO NOT USE       4.                   (Identify Others Whose Approval Is Required)                                     __ 
  BOTH 
STATEMENTS              The principal terms of the Agreement of Merger in the form attached were 
                        duly approved by the required vote of such other person(s). 
     
                  5. The Attorney General of the State of California has been given notice of
  NOTE 
                        the merger.
  Use only one 
  of the #5                                             OR 
  statements 
                  5. The Attorney General of the State of California has approved the merger.
 DO NOT USE 
ALL THREE                                               OR 
STATEMENTS 
                  5. The Attorney General of the State of California is not required to be given
                        notice of the merger.

                  We further declare under penalty  of  perjury under the laws  of the State  of 
                  California that the matters set forth in this certificate are true and correct of 
                  our own knowledge. 

                  Date:  _____________________ 

                                                                              (Signature of President) 
                                                                              (Typed Name of President), President 

                                                                              (Signature of Secretary) 
                                                                              (Typed Name of Secretary)    , Secretary
     This sample officers’ certificate is for use by nonprofit corporations having members.  The sample is provided to be used as a 
     guideline ONLY in the  preparation  of original documents  for  filing with the Secretary of State.   For  other  situations, refer to 
     California Corporations Code section 6010 et seq., 8010 et seq. or 9640. 
     An officers’ certificate for each corporation MUST accompany the Agreement of Merger.
     Secretary of State Sample                                                             202 2California Secretary of State    
     APPROVAL-NONPROFIT (REV 03/202 )2                                                          bizfileOnline.sos.ca.gov 






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