BUSINESS REGISTRATION DIVISION P. O. BOX 29622 RALEIGH, NC 27626-0622
(Revised October, 2018) (Form BE-15)
INSTRUCTIONS FOR FILING
ARTICLES OF MERGER
Item 1 Enter the name of the surviving business entity, check the applicable box indicating what
type of business entity it is and enter the State or Country the surviving business entity is
formed under.
Item 2 Enter the address of the surviving business entity.
I
tem 2a Enter the mailing address of the surviving business entity in the second space provided
only if the surviving business entity is a foreign business entity that is not currently
qualified to transact business in North Carolina.
Item 3 Enter the name and address of each merging business entity and select the applicable type
of business entity that applies to each of the merging business entities. Attach a separate
page if necessary.
Item 4 Attach any amendments to the surviving business entity’s Articles of Incorporation,
Articles of Organization or Certificate of Domestic Limited Partnership included in the
plan of merger. Please note that amended and restated Articles of Incorporation or
Organization may not be attached to the Articles of Merger.
I
tem 5 See document. A plan of merger must have been approved in accordance with law prior
to submitting the Articles of Merger to the Secretary of State.
I
tems 6 & 7 Attach the information required by
§55-11-12(d) to the Articles of Merger.
I
tem 8: The document will be effective on the date and at the time of filing, unless a delayed date
and/or an effective time (on the day of filing) is specified. If a delayed effective date is
specified without a time, the document will be effective at 11:59 p.m. Raleigh, North
Carolina time on the day specified. If a delayed effective date is specified with a time,
the document will be effective on the day and at the time specified. A delayed effective
date may be specified up to and including the 90
th
day after the day of filing.
Date and Execution
Enter the date the document was executed.
In the blanks provided enter:
The name of the surviving or resulting business entity as it appears in item 1.
The signature of the applicable representative executing the document.
Business Corporation/Nonprofit Corporation: the document must be signe
d
by
the Chairman or any other Officer of the Corporation.
Limited Liability Company: the document must be signed by a Company
Official of the LLC.
Limited Partnership/Limited Liability Partnership: the document must be
signed by a General Partner of the LP/LLP.
The name and title of the above-signed representative.
BUSINESS REGISTRATION DIVISION P. O. BOX 29622 RALEIGH, NC 27626-0622
(Revised October, 2018) (Form BE-15)
State of North Carolina
Department of the Secretary of State
ARTICLES OF MERGER
Pursuant to North Carolina General Statute Sections 55-11-05(a), 55-11-12, 55A-11-09(d), 55A-11-04,
57D-9-42, 59-73.32(a) and 59-1072(a), as applicable, the undersigned entity does hereby submit the
following Articles of Merger as the surviving business entity in a merger between two or more business
entities.
1. T
he name of the surviving entity is _________________________________________, a (check one)
corporation, nonprofit corporation, professional corporation, limited liability company,
limited partnership, partnership, limited liability partnership organized under the laws of
_________
________________(state or country)
.
2.
The ad
dress of the surviving entity is:
Street Address:______________________________________ City:_____________________
State:_______________________ Zip Code:_____________ County:____________________
(a) (Complete only if the surviving business entity is a foreign business entity that is not authorized to
transact business or conduct affairs in North Carolina.) The mailing address of the surviving
foreign business entity is:
Street Address:______________________________________ City:_____________________
State:_______________________ Zip Code:_____________ County:____________________
T
he Surviving foreign business entity will file a statement of any subsequent change in its mailing
address with the North Carolina Secretary of State.
3. For each merging entity: (if more than one, complete on separate sheet and attach.)
T
he name of the merged entity is ___________________________________________, a (check one)
corporation, nonprofit corporation, professional corporation, limited liability company,
limited partnership, partnership, limited liability partnership organized under the laws of
_________
_________________(state or country).
The
mailing address of each merging entity is: (if more than one, complete on separate sheet and
attach)
Street Address:______________________________________ City:_____________________
State:_______________________ Zip Code:_____________ County:____________________
4. If the surviving business entity is a domestic business entity, the text of each amendment, if any, to
th
e Articles of Incorporation, Articles of Organization, or Certificate of Limited Partnership within
the Plan of Merger is attached.
BUSINESS REGISTRATION DIVISION P. O. BOX 29622 RALEIGH, NC 27626-0622
(Revised October, 2018) (Form BE-15)
5. A P
lan of Merger has been duly approved in the manner required by law by each of the business
entities participating in the merger.
Provide the information in Items 6 and 7 below for a
merger between a parent
unincorporated entity and a subsidiary corporation or corporations. (§55-11-12)
6. Th
e terms and conditions of the merger are attached. (
§55-11-12 mergers only)
7. Information concerning the manner and basis of converting the interests in each merging business
entity into interests, obligations, or securities of the surviving business entity, or into cash or other
property in whole or in part, or of cancelling the interests is attached. (
§55-11-12 mergers only)
8. The
se articles will be effective upon filing unless a delayed date and/or time is specified _________.
Th
is the ____ day of ________________, 20______.
________________________________
Name of Entity
____________________________________
Signature
____________________________________
Type or Print Name and Title
NOTES:
1. Filing fee is $50 for For-profit entities.
2. Filing fee is $25 when the surviving business entity is a Non-profit corporation.
3. This document must be filed with the Secretary of State. Certificate(s) of Merger must be registered pursuant to
the requirements of N.C.G.S. Section 47-18.1
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