Certificate Of Merger Combination Merger Business Organizations Code {622}

Form 622--General Information (Certificate of Merger--Combination Merger) The attached form is designed to meet minimal statutory filing requirements pursuant to the relevant code provisions. This form and the information provided are not substitutes for the advice and services of an attorney and tax specialist. Commentary This certificate of merger is to be used to effect a merger as defined by section 1.002(55)(B) of the Texas Business Organizations Code (BOC). A merger, as defined by that section, means the combination of one or more domestic entities with one or more domestic entities or non-code organizations resulting in: (1) one or more surviving domestic entities or non-code organizations; (2) the creation of one or more new domestic entities or non-code organizations; or (3) one or more surviving domestic entities or non-code organizations and the creation of one or more new domestic entities or non-code organizations. The certificate of merger is required to be filed with the secretary of state if any domestic entity that is a party to the merger is a filing entity, or if any domestic entity to be created under the plan of merger is a filing entity. A domestic filing entity may effect a merger by complying with the applicable provisions of chapter 10 of the BOC, as well as the title and chapter applicable to the domestic entity. To effect the merger, the domestic entity must set forth a plan of merger that is approved in the manner prescribed by the BOC. A domestic entity may not merge if an owner or member of that entity that is a party to the merger will, as a result of the merger, become subject to owner liability, without that owner's or member's consent, for liability or other obligation of any other person. If one or more non-code organizations is a party to the merger or is to be created by the merger, each non-code organization must effect the merger by taking all action required by the BOC and its governing documents, and the merger must be permitted by the law of the state or country under whose law each non-code organization is incorporated or organized, or the governing documents of each non-code organization if the documents are not inconsistent with such law. This certificate of merger form is not designed to effect the short form merger of a parent organization with a subsidiary organization under section 10.006 of the BOC. Form 623 may be used for this purpose. Form 621 should be used to effect a merger that divides a single domestic entity into two or more new domestic entities or non-code organizations. Formation Documents of New Domestic Filing Entities: If a domestic filing entity is being created pursuant to the plan of merger, the certificate of formation of the entity must be filed with the certificate of merger. Pursuant to section 3.005 of the BOC, the certificate of formation of a domestic filing entity that is to be created by the plan of merger must contain the statement that the domestic filing entity is being formed under a plan of merger. The formation and existence of a domestic filing entity created pursuant to a plan of merger takes effect and commences on the effectiveness of the merger (BOC § 3.006). Form 622 Instruction Page 1 - Do not submit with filing. American LegalNet, Inc. www.FormsWorkFlow.com Registration as a Limited Liability Partnership: A general partnership or limited partnership that is created by a plan of merger may file for registration to become a limited liability partnership by complying with section 152.803 of the BOC and by filing an application for registration with the secretary of state in accordance with section 152.802. Instructions for Form Parties to the Merger: The certificate of merger must state the name, organizational form, and the jurisdiction in which each domestic entity or non-code organization is incorporated or organized. If the name of a merging domestic filing entity is to be changed pursuant to the plan of merger, state the current name, indicate that the name is to be changed, and state the name as amended. It is recommended that the file number assigned by the secretary of state to each domestic or foreign filing entity that is a party to the merger be provided to facilitate processing of the document. It is required that you indicate whether a party to the merger is to survive the merger. Plan of Merger: Unless the parties to the merger opt to complete the Alternative Statements section of this form, a plan of merger conforming to the requirements of section 10.002 of the BOC must be attached to the certificate of merger. If more than one organization is to survive the merger, the plan of merger also must include the information required under section 10.003 of the BOC. Alternative Statements Option: As an alternative to attaching the complete plan of merger, the parties to the merger may opt to certify and complete the statements contained in the Alternative Statements section of the form (items 1-4). Items 3A-3D--Amendments: A plan of merger may include amendments to, restatements of, or amended and restatements of the certificate of formation of any surviving organization. If a filing entity is to survive the merger, the alternative statements must include a statement that: (A) no amendments or changes to the certificate of formation of any filing entity are to be effected by the merger; (B) no amendments or changes to the certificate of formation of a filing entity are being effected by the merger or by the restated certificate of formation attached to the certificate of merger; (C) the plan of merger amended and restated the certificate of formation of a surviving filing entity as set forth in the attached restated certificate of formation containing amendments; or (D) identifies the amendments to be effected to the certificate of formation of a surviving filing entity. Option 3A is the default selection unless the plan of merger amends, restates, or amends and restates the certificate of formation of a surviving filing entity. If option B is selected, attach the restated certificate of formation without further amendments of the filing entity as an exhibit to the certificate of merger. If C is selected, attach the restated certificate of formation containing further amendments to the certificate of merger. If D is selected, state the amendments or changes in the text area provided on the form. If the space provided is insufficient, the amendments may be provided as an exhibit to