Article of Merger is a legal document filed with the New York Department of State when two or more corporations decide to consolidate or merge into a single entity. It serves as a formal record of the combining corporations' decision and outlines the terms and conditions of the merger, including the rights, duties, and obligations of the resulting entity. The New York Articles of Merger document typically includes information about the merging corporations, such as their names, principal places of business, and registered agent details. It also mentions the type of merger, whether it is a merger of two or more corporations, a consolidation, or an acquisition. Additionally, the document specifies which corporation will survive the merger, becoming the successor entity with all the rights and property of the merged corporations. There are different types of New York Articles of Merger, depending on the specific nature of the merger: 1. Merger of Two or More Corporations: This type of merger involves the consolidation of two or more existing corporations into a single entity. The resulting corporation assumes all the assets, liabilities, and legal obligations of the merging corporations. 2. Consolidation: Consolidation is similar to a merger but involves the creation of an entirely new corporation. In this case, the merging corporations dissolve and transfer all their assets, liabilities, and legal rights to the newly formed entity. 3. Acquisition: While not technically a merger, an acquisition is another way in which corporations can combine. It occurs when one corporation purchases a controlling interest in another corporation, thereby gaining control over its operations and assets. The New York Articles of Merger are crucial for legal purposes, as they ensure transparency and provide an official record of the merger process. As per New York law, these documents must be filed with the Department of State, along with the required filing fee. They must also be signed by an authorized representative of each merging corporation. In conclusion, New York Articles of Merger are significant legal documents that record the consolidation or merger of corporations in the state. They outline the terms of the merger and provide details about the resulting entity. Understanding the different types of mergers, including merger of corporations, consolidation, and acquisition, helps corporations choose the appropriate form of merger based on their needs and goals.
New York Articles of Merger
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The certificate must include the corporation's name; the corporate purpose; the county in New York in which its main office is located; the stock structure (see "Issue Stock"); the designation of the SOS as the corporation's agent for service of process; and the name and address of the person to whom the SOS should ...
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Articles of merger are legal documents outlining the roles and responsibilities of two or more parties as they merge into a single entity. Articles of merger may also be called a certificate of merger. This agreement outlines the intent of multiple parties to merge and outline the merger's operational aspects.
How long does it take to get a certified copy of articles of organization, or a certified copy of articles of incorporation from New York Department of State? Normal processing: 4-5 business days, plus additional time for mailing. 24 hour Expedited processing: 24 business hours, plus additional time for mailing.
The completed Certificate of Merger, together with the filing fee of $60, should be forwarded to: New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.
As defined by Section 1001 of the New York State Limited Liability Company Law, "merger" means a procedure in which two or more limited liability companies or other business entities merge into a single limited liability company or other business entity that shall be one of the constituent limited liability companies ...
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