Certificate Of Merger Domestic Entity Divisional Merger {621}

Form 621--General Information (Certificate of Merger--Domestic Entity Divisional 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)(A) of the Texas Business Organizations Code (BOC). A merger, as defined by that section, means the division of a domestic entity into two or more new domestic entities or other organizations or into a surviving domestic entity and one or more new domestic or foreign entities or non-code organizations. A domestic entity may effect a merger by complying with the applicable provisions of title 1, 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 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. Form 622 should be used to effect a merger that combines one or more domestic entities with one or more domestic entities or non-code organizations. Form 623 should be used to effect a short form merger of a parent organization with a subsidiary organization under section 10.006 of the BOC. 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). 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 Merging Entity Information: The certificate of merger is filed by the domestic filing entity that is dividing itself. Provide the legal name of the filing entity, its organizational form (e.g., for-profit corporation, limited partnership, etc.) and the address of the entity's principal place of business. If the name of the merging entity is to be changed pursuant to the plan of merger, state the current Instruction Page 1 - Do not submit with filing. American LegalNet, Inc. www.FormsWorkFlow.com Form 621 name and not the amended name. It is recommended that the file number assigned by the secretary of state be provided to facilitate processing of the document. It is required that you indicate whether the entity will or will not survive the merger. Plan of Merger: Unless the domestic filing entity opts to complete the Alternative Statements section of this form, a plan of merger conforming to the requirements of sections 10.002 and 10.003 of the BOC must be attached to the certificate of merger. Alternative Statements Option: As an alternative to attaching the complete plan of merger, the entity 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 the 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 the filing entity are to be effected by the merger; (B) no amendments or changes to the certificate of formation 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 the 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 the surviving entity. Option 3A is the default selection unless the plan of merger amends, restates, or amends and restates the certificate of formation of the surviving entity. If option B is selected, attach the restated certificate of formation without further amendments 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 the certificate of merger. Item 4--Organizations Created by Merger: Section 10.151(b) of the BOC requires the identification of each domestic entity or non-code organization that is to be created by the plan of merger. The identification must include: the legal name of the entity, which must include an appropriate organizational designation; the name of the jurisdiction in which each new organization is to be incorporated or organized; a description of the organizational form of each new organization (e.g., for-profit corporation, limited partnership, etc.); and the principal place of business of the new organization. In addition, the certificate of merger must state that the certificate of formation of each new filing entity is being filed with the certi