UMC-1 11/03
New Jersey Division of Revenue
Certificate of Merger/Consolidation
(Limited Liability Co.'s, Limited Partnerships & Partnerships)
This form may be used to record the merger or consolidation of a limited liability company, limited partnership or
partnership with or into another business entity or entities, pursuant to NJSA 42, 42:2A and 42:2B. Applicants must
insure strict compliance with the requirements of State law and insure that all filing requirements are met. This form is
intended to simplify filing with the New Jersey State Treasurer. Applicants are advised to seek out private legal advice
before submitting filings to the State Treasurer's office.
1. Type of Filing (check one): __ Merger __ Consolidation
2. Name of Surviving Business Entity:
3. Address of the Surviving Business Entity:
4. Name(s)/Jurisdiction(s) of All Participating Business Entities:
Identification # Assigned by
Name Jurisdiction by Treasurer (if applicable)
5. Service of Process Address (For use if the surviving business entity is not authorized or registered by the State
Treasurer):
The surviving business entity agrees that it may be served with process in this State in any action, suit or
proceeding for the enforcement of any obligation of a merging or consolidating LLC, LP or partnership. The
Treasurer is hereby appointed as agent to accept service of process in any such action, suit, or proceeding which
shall be forwarded to the Surviving Business Entity at the Service of Process address stated above.
6. Effective Date (see instructions):
The undersigned represent(s) that the agreement of merger/consolidation is on file at the place of business of the
surviving business entity and that an agreement of merger/consolidation has been approved and executed by each
business entity involved. Additionally, a copy of the merger/consolidation agreement has been or shall be furnished by
the surviving entity to any member or any person having an interest.
The undersigned also represent(s) that they are authorized to sign on behalf of the surviving business entity.
Signature Name Title Date
______________________________________ ________________________________ __________________________________ __________
______________________________________ ________________________________ __________________________________ __________
**Important Notes --New Jersey law prohibits domestic LLCs, LPs and partnerships from merging/consolidating with
another business entity, if authority for such merger/consolidation in not granted under the laws of the jurisdiction under
which the other business entity was organized. Also, a merger/consolidation certificate may be filed pursuant to Title
42, 42:2A or 42:2B only if the surviving or resulting business entity is a limited partnership, limited liability company
or partnership. Also, at least one participating business entity must be a limited partnership or limited liability company.
If a for-profit domestic or foreign corporation participates or is the survivor, file the merger/consolidation pursuant to
Title 14A. Title 15A corporations are not authorized to participate in mergers/consolidations involving LPs, LLCs,
partnerships and for-profit corporations.
NJ Division of Revenue, PO Box 308, Trenton NJ 08646
