Free Certificate of Merger or Consolidation (Foreign corporation into Oklahoma corporation) - Oklahoma

FILING FEE: $100.00 - Minimum

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CERTIFICATE OF MERGER OR CONSOLIDATION
TO: OKLAHOMA SECRETARY OF STATE 2300 N Lincoln Blvd., Room 101, State Capitol Building Oklahoma City, Oklahoma 73105-4897 (405) 521-3912

SPECIAL INSTRUCTIONS: Submit this form to file a merger or consolidation pursuant to the Oklahoma General Corporation Act. Please consult this Act carefully. Use this form ONLY when one or more corporations, incorporated under the laws of a jurisdiction other than Oklahoma merge with one or more Oklahoma corporations and the surviving or resulting corporation is an OKLAHOMA corporation. FILING FEE: IF the authorized capital of the surviving or resulting corporation is increased to a figure greater than the combined authorized capital of all corporations involved plus $50,000.00, the filing fee shall be equal to one-tenth of one percent (1/10th of 1%) of such increase. IF the surviving corporation is a NOT FOR PROFIT corporation, the filing fee shall be $25.00.

A.

The Agreement of Merger or Consolidation, ATTACHED HERETO, has been adopted, approved, certified, executed, and acknowledged by each of the constituent corporations in accordance with the laws under which it is formed, and, in the case of an Oklahoma corporation, in the same manner as is provided in Title 18, Section 1081. OR In lieu of filing an executed agreement of merger or consolidation, the surviving or resulting corporation hereby states and certifies as follows: The name and state of incorporation of each of the constituent corporations are: NAME OF CORPORATION STATE OF INCORPORATION

B.

1.

2.

An agreement of merger or consolidation (circle one) has been approved, adopted, certified, executed and acknowledged of the Oklahoma General by each of the constituent corporations in accordance with the provisions of Section Corporation Act. In the case of each foreign corporation, the agreement shall be adopted, approved, executed and acknowledged in accordance with the laws under which it is organized. The name of the surviving or resulting corporation is:

3.

4.

Check the statement applicable to the merger or consolidation:

" " "
5.

No amendments or changes are desired so that the certificate of incorporation of the surviving corporation shall be its certificate of incorporation. Any amendments or changes in the certificate of incorporation of the surviving corporation as are desired to be effected by the terms of the merger are set out in an attachment hereto. The certificate of incorporation of the corporation resulting from the consolidation is set forth in an attachment hereto.

The executed agreement of merger or consolidation is on file at the principal place of business of the surviving corporation at the following address:

STREET ADDRESS 6.

CITY

STATE

ZIP CODE

A copy of the agreement of merger or consolidation will be furnished by the surviving corporation, on request and without cost, to any shareholder of any constituent corporation. The authorized capital stock of each constituent corporation which is not a corporation of this state: NAME OF CORPORATION NO. OF SHARES AUTHORIZED PAR VALUE PER SHARE

7.

IN WITNESS WHEREOF, the surviving or resulting corporation has caused this certificate of merger or consolidation to be executed by its President or Vice President and attested by its Secretary or Assistant Secretary this day of , .

By its

President

Please Print Name ATTEST:

By its

Secretary

Please Print Name
(SOS FORM 0024-12/01)