An Oregon Certificate of Merger is a document used to formally merge two or more businesses into one legal entity, or to convert one entity into another under Oregon state law. It is typically filed with the Oregon Secretary of State, and requires approval from the Secretary before the merger can take effect. There are two types of Oregon Certificate of Merger: statutory merger and domestic conversion. A statutory merger is required when two or more existing businesses are merging into one. A domestic conversion is used when one business is converting into another type of business, such as a limited liability company (LLC) or a corporation. The Certificate of Merger must include information about the merging businesses, including the names of the parties and the date of the merger. It must also include a statement of compliance, stating that the merger complies with all Oregon laws and regulations.
Oregon Certificate of Merger
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How to fill out Oregon Certificate Of Merger?
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FAQ
Mergers combine two separate businesses into a single new legal entity. True mergers are uncommon because it's rare for two equal companies to mutually benefit from combining resources and staff, including their CEOs. Unlike mergers, acquisitions do not result in the formation of a new company.
A certified copy of your Articles of Organization or Articles of Incorporation can be ordered by fax, mail or in person, but we recommend faxing. Normal processing takes up to 7 days, plus additional time for mailing, and costs $15.
A merger between companies will eliminate competition among them, thus reducing the advertising price of the products. In addition, the reduction in prices will benefit customers and eventually increase sales. Mergers may result in better planning and utilization of financial resources.
A Certificate of Merger is a legal document that is required in most states. The Certificate recites the terms of the deal between the companies and specifically describes the transaction and its effects on the debts, liabilities, properties and rights of the combined company.
How to Incorporate in Oregon. To start a corporation in Oregon, you'll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Secretary of State, Corporation Division. You can file this document online or by mail. The articles cost $100 to file.
Overview. Preparing and filing your articles of incorporation is the first step in starting your business or nonprofit corporation. Approval of this document secures your corporate name and creates the legal entity of the corporation.
Although a merger is typically thought of as an equal split in which each side maintains 50% of the new company, that's not always the case. In some mergers, one of the original entities gets a larger percentage of ownership of the new company.
Whatever the exchange ratio in a stock-for-stock merger, shareholders of both companies will have a stake in the new one. Shareholders whose shares are not exchanged will find their control of the larger company diluted by the issuance of new shares to the other company's shareholders.