PDF document

- 1 -

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

- 2 -

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.
- -
(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
Clear Form Print Form

- 3 -

                                                                                                                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

- 4 -

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.

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

- 5 -

                                     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

- 6 -

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

- 7 -

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

PDF file checksum: 2854627945

(Plugin #1/9.12/13.0)