Free ARTICLES OF MERGER BETWEEN ILLINOIS CORPORATIONS AND LIMITED LIABILITY COMPANIES - Illinois


File Size: 366.6 kB
Pages: 3
Date: June 22, 2006
File Format: PDF
State: Illinois
Category: Corporations
Author: Illinois Secretary of State Business Services
Word Count: 728 Words, 5,906 Characters
Page Size: Letter (8 1/2" x 11")
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http://www.cyberdriveillinois.com/publications/pdf_publications/bca1139.pdf

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FORM BCA 11.39 (rev. Dec. 2003) ARTICLES OF MERGER BETWEEN ILLINOIS CORPORATIONS AND LIMITED LIABILITY COMPANIES Business Corporation Act Secretary of State Department of Business Services Springfield, IL 62756 217-782-6961 www.cyberdriveillinois.com Remit payment in the form of a check or money order payable to Secretary of State. The filing fee is $100, but if merger involves more than two corporations, submit $50 for each additional corporation. _____________________________ File #___________________________

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Filing Fee: $_________________ A p p r oved: ________

-------- Submit in duplicate -------- Type or Print clearly in black ink -------- Do not write above this line --------

]1. Names of Corporations and Limited Liability Companies proposing to merge and State or Country of organization or incorporation: Name of Corporation Limited Liability Company ___________________________________________ ___________________________________________ ___________________________________________ ___________________________________________ State or Country of Organization/Incorporation ________________________ ________________________ ________________________ ________________________ Corporation File Number _______________________ _______________________ _______________________ _______________________

2. The laws of the state or country under which each Corporation and Limited Liability Company are organized, permit such merger. \3. a. Name of Surviving Party: ________________________________________________________________________ b. Corporation or Limited Liability Company shall be governed by the laws of: ________________________________

For more space, attach additional sheets of this size. \4. Plan of merger is as follows:

Page 1 Printed by authority of the State of Illinois. June 2006 - 5M - C 294.4

5. Plan of merger was approved, as to each Limited Liability Company, in compliance with the laws of the state under which it is organized, and (b) as to each Illinois corporation, as follows Mark an "X" in one box only for each Illinois Corporation. By the shareholders, a resolution of the board of directors having been duly adopted and submitted to a vote at a meeting of shareholders. Not less than the minimum number of votes required by statute and by the Articles of Incorporation voted in favor of the action taken. (11.20) ____________________


Name of Corporation: ______________________________ ______________________________ ______________________________ ______________________________ ______________________________

By written consent of the shareholders having not less than the minimum number of votes required by statute and by the Articles of Incorporation. Shareholders who have not consented in writing have been given notice in accordance with 7.10 (11.20) ____________________


By written consent of ALL the shareholders entitled to vote on the action, in accordance with 7.10 and 11.20. ____________________


6. Not applicable if survivor is an Illinois Corporation or an Illinois Limited Liability Company. It is agreed that, upon and after the filing of Articles of Merger by the Secretary of State of the State of Illinois: a. The surviving Limited Liability Company may be served with process in the State of Illinois in any proceeding for the enforcement of any obligation of any Corporation organized under the laws of the State of Illinois which is a party to the merger and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such Corporation organized under the laws of the State of Illinois against the surviving Limited Liability Company. b. The Secretary of State of the State of Illinois shall be and hereby is irrevocably appointed as the agent of the surviving Limited Liability Company to accept service of process in any such proceedings, and c. The surviving Limited Liability Company will promptly pay to the dissenting shareholders of any Corporation organized under the laws of the State of Illinois which is a party to the merger the amount, if any, to which they shall be entitled under the provisions of The Business Corporation Act of 1983 of the State of Illinois with respect to the rights of dissenting shareholders.

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7. a. The undersigned Corporations have caused this statement to be signed by their duly authorized officers, each of whom affirms, under penalties of perjury, that the facts stated herein are true and correct. All signatures must be in BLACK INK. Dated _______________________________ , _____
Month & Day Any Authorized Officer's Signature Year

________________________________________________
Exact Name of Corporation

______________________________________ ______________________________________
Name and Title (type or print)

Dated _______________________________ , _____
Month & Day Any Authorized Officer's Signature Year

________________________________________________
Exact Name of Corporation

______________________________________ ______________________________________
Name and Title (type or print)

7. b. The undersigned Limited Liability Companies have caused this statement to be signed by their duly authorized person, who affirms, under penalties of perjury, that the facts stated herein are true and correct. All signatures must be in BLACK INK. Dated _______________________________ , _____
Month & Day Signature Year

________________________________________________
Exact Name of Limited Liability Company

______________________________________ ______________________________________
Name and Title (type or print)

Dated _______________________________ , _____
Month & Day Signature Year

________________________________________________
Exact Name of Limited Liability Company

______________________________________ ______________________________________
Name and Title (type or print)

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