Nebraska Articles of Merger

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Multi-State
Control #:
US-CC-17-130
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Word; 
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This sample form, a detailed Articles of Merger, is a model for use in corporate matters. The language is easily adapted to fit your specific circumstances. Available in several standard formats.

Nebraska Articles of Merger are legal documents filed with the Nebraska Secretary of State's office when two or more corporations wish to merge or consolidate their businesses. They outline the terms and conditions of the merger, ensuring compliance with the statutes and regulations of the state. The Nebraska Revised Statutes (NRS) Chapter 21 governs mergers and consolidations of domestic and foreign corporations in Nebraska. The articles of merger contain specific information about the companies involved, their respective assets, liabilities, and the terms of the merger. Here are some relevant keywords associated with Nebraska Articles of Merger: 1. Merger: A legal process in which two or more corporations combine to form a single entity. 2. Consolidation: The joining together of two or more corporations to create a new entity with a new name. 3. Nebraska Secretary of State: The governmental office responsible for overseeing corporate filings and maintaining records in Nebraska. 4. Domestic Corporation: A corporation formed in Nebraska. 5. Foreign Corporation: A corporation formed outside of Nebraska but operating within the state. 6. Nebraska Revised Statutes: The compilation of state laws governing various legal matters, including corporate mergers and consolidations. 7. Filing: The act of submitting legal documents to the appropriate authority, in this case, the Secretary of State's office. 8. Assets: The properties, finances, and other valuable resources owned by a corporation. 9. Liabilities: The debts and obligations owed by a corporation. 10. Terms and Conditions: The specific details and provisions agreed upon by the participating corporations, such as the distribution of shares, voting rights, and responsibilities within the newly merged entity. Types of Nebraska Articles of Merger: 1. Nebraska Domestic Corporation Merger: When two or more domestic corporations in Nebraska merge to become one entity. 2. Nebraska Foreign Corporation Merger: When a domestic corporation in Nebraska merges with a foreign corporation from another state. 3. Nebraska Domestic Corporation Consolidation: When two or more domestic corporations combine to create a new entity with a new name. 4. Nebraska Foreign Corporation Consolidation: When a domestic corporation in Nebraska and a foreign corporation merge to form a new entity. 5. Nebraska Short Form Merger: Allows parent companies to merge with wholly-owned subsidiaries by the approval of a single board resolution without the need for shareholder approval. In conclusion, Nebraska Articles of Merger are crucial legal documents that facilitate the merging or consolidating of corporations in Nebraska. Compliance with Nebraska Revised Statutes and providing accurate information is crucial to successfully complete the merger process.

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Less... Hold a Board of Directors meeting and record a resolution to Dissolve the Nebraska Corporation. ... Hold a Shareholder meeting to approve Dissolution of the Nebraska Corporation. ... File all required Biennial Reports with the Nebraska Secretary of State. ... Clear up any business debts.

To withdraw or cancel your foreign corporation in Nebraska, you provide the completed form, certificate of withdrawal to transact business in the state of Nebraska in duplicate to the SOS. Corporations can also file online at the Nebraska SOS website, but you have to pay an additional processing fee.

First, file a Statement of Intent to Dissolve. The Nebraska Secretary of State (SOS) requires duplicate originals. The SOS will determine whether the LLC is current on all fees and taxes, if so, they will send the duplicate original back to the company.

The purpose of the Notice of Organization is to inform and notify the public that your LLC has been created in the state of Nebraska. Your Notice of Organization must include certain information about your LLC, as spelled out in section 21-117 (see 'b') of the Nebraska Revised Statutes: The name of your Nebraska LLC.

To reinstate your domestic corporation, please contact our office at sos.corp@nebraska.gov to receive the reinstatement application, report and fee worksheet. Submit the application and report by filing either in-person or by mail. Online filing is not available.

To amend the articles of incorporation, the members of the board of directors of the corporation shall file with the governing body of the local political subdivision an application in writing seeking permission to amend the articles of incorporation and specifying in the application the amendment proposed to be made.

A Nebraska Foreign LLC is a limited liability company that does business in Nebraska but was formed in a state or jurisdiction outside of Nebraska.

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Important: you must have a signed PDF of the form/document to upload in the eDelivery service. For existing paper forms the name of the filing will have a link ... Mergers are business agreements designed to combine two or more entities into a single surviving entity. This process is complex and typically involves ...Handle all of your business needs from start-ups to on-going businesses with Nebraska.gov Business One-Stop. Notice; publication required; filing. (1) Notice of organization, amendment of the certificate of organization, merger, conversion, or domestication must be ... 21-2,166. Articles of merger or share exchange. (MBCA 11.06) (a) After a plan of merger or share exchange has been adopted and approved as required by the ... Section 21-532 - Articles of merger. In a merger under section 21-530, the articles of merger must: (1) comply with sections 21-171 to 21-174; ... Free guide, filing instructions, and forms to file an amendment for corporation articles of incorporation with the Nebraska Department of State. It is formed by submitting a certificate of limited partnership for filing. CORPORATION A separate legal entity apart from the owners (shareholders) of the ... Read our Nebraska incorporation guide to learn about filing times and fees, business taxation and bylaws, operating agreements and much more. Submit the certificate by mail, in person or online. The filing fee is $110. Nebraska takes approximately one week to process mailed filings, and they do not ...

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Nebraska Articles of Merger