Form 621
Instruction Page 2 - Do not submit with filing.
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 certificate of merger.
This form provides space for identifying up to three new organizations. Should the space provided
be insufficient, provide the additional information in the format specified as an attachment or
exhibit.
Approval of the Plan of Merger: The certificate of merger must include a statement that the plan
of merger has been approved by each organization that is a party to the merger as required by the
laws of the jurisdiction of formation and its governing documents.
For-profit or Professional Corporation and Professional Association
Section 21.452 and sections 21.456 to 21.458 of the BOC set forth the procedures and requirements
for approval of the plan of merger by a Texas for-profit corporation, professional corporation, or