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Surviving Entity
Name of Business Entity:_______________________________________________________________________________
Entity Type:____________________________ Jurisdiction:______________________
Mailing Address for Service of Process pursuant to Subsection 16-17-301(2)
(for Non-registered For
eign Surviving Entities ONLY
)
Address: _____________________________________________________________________________________________
City: ________________________________________________ State: _______________________ Zip: _____________
Surviving Entity Creation/Existence
The surviving entity is created by this Statement of Merger. The formation document that creates the surviving
entity is attached (for Domestic LLCs, LPs, LLPs, or LLLPs only).
The surviving entity is a Non-registered Foreign Entity.
The surviving entity existed before this Statement/Articles of Merger.
Pursuant to Utah code the undersigned parties of the merger execute and deliver the following Statement of Merger:
Non-surviving Entities that are Parties to the Merger:
Name of Business Entity:_______________________________________________________________________________
Entity Type:____________________________ Jurisdiction:______________________
Name of Business Entity:_______________________________________________________________________________
Entity Type:____________________________ Jurisdiction:______________________
Name of Business Entity:_______________________________________________________________________________
Entity Type:____________________________ Jurisdiction:______________________
Name of Business Entity:_______________________________________________________________________________
Entity Type:____________________________ Jurisdiction:______________________
Additional Business Entities that are Parties to the Merger have been named in an attached Exhibit and made a part hereof.
The delayed effective date of the merger described herein shall be the date upon which this document is filed with the
Utah Division of Corporations and Commercial Code, or ___________________________________________.
State of Utah
DEPARTMENT OF COMMERCE
Division of Corporations & Commercial Code
Statemen
t/Articles of Merger
This form cannot be hand written.
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Plan of Merger or Share Exchange
The Plan of Merger or Share Exchange, containing such inform
ation as required by Utah Code 16-10a-1101, is set forth in
“Exhibit A,” attached hereto and made a part hereof.
Manner of Adoption & Vote of Surviving Corporation (must complete Section 1 or 2)
Section 1
[ ] Shareholder vote not required. The merger/ share exchange was adopted by the incorporators or board of
directors without shareholder action and shareholder action was not required.
Section 2
[ ] Vote of shareholders (complete either A or B) The designation (i.e., common, preferred or any classification
where different classes of stock exist), number of outstanding shares, number of votes entitled to be cast by each
voting group entitled to vote separately on the merger / share exchange and the number of votes of each voting group
represented at the meeting is set forth below:
A. Unanimous written consent executed on _______________, 20___ and signed by all shareholders entitled to vote.
B. Vote of shareholders during a m
eeting called by the Board of Directors.
TOTAL
A B C
Designation of each voting group (i.e. preferred and common)
Number of outstanding shares
Number of votes entitled to be cast
Number of votes represented at meeting
Shares voted in favor
Shares voted against
Manner of Adoption &
Vote of Non-surviving Corporation (must complete Section 1 or 2)
Section 1
[ ] Shareholder vote not required. The merger/ share exchange was adopted by the incorporators or board of
directors without shareholder action and shareholder action was not required.
Section 2
[ ] Vote of shareholders (complete either A or B) The designation (i.e., common, preferred or any classification
where different classes of stock exist), number of outstanding shares, number of votes entitled to be cast by each
voting group entitled to vote separately on the merger / share exchange and the number of votes of each voting group
represented at the meeting is set forth below:
A. Unanimous written consent executed on _______________, 20___ and signed by all shareholders entitled to vote.
B. Vote of shareholders during a meeting called by the Board of
Directors.
TOTAL A B C
Designation of each voting group (i.e. preferred and common)
Number of outstanding shares
Number of votes entitled to be cast
Number of votes represented at meeting
Shares voted in favor
Shares voted against
Approval St
atement
This merger was approved by each domestic merging entity (if any) in accordance with Sections 48-3a-1021 through 48-3a-
1026 and by
each foreign merging entity (if any) in accordance with the law of its jurisdiction of formation.
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Required Signatures
Surviving Entity:_______________________________________________________________________________
Name:____________________________ Title:______________________
Signature:____________________________ Date:______________________
Non-surviving Entity:_______________________________________________________________________________
Name:____________________________ Title:______________________
Signature:____________________________ Date:______________________
Non-surviving Entity:_______________________________________________________________________________
Name:____________________________ Title:______________________
Signature:____________________________ Date:______________________
Non-surviving Entity:_______________________________________________________________________________
Name:____________________________ Title:______________________
Signature:____________________________ Date:______________________
Non-surviving Entity:_______________________________________________________________________________
Name:____________________________ Title:______________________
Signature:____________________________ Date:______________________
Non-surviving Entity:_______________________________________________________________________________
Name:____________________________ Title:______________________
Signature:____________________________ Date:______________________
Include complete signatures for any additional Business Entities that have been named in an attached Exhibit.
Under GRAMA {63G-2-201
}, all registration information maintained by the Division is classified as public record. For confidentiality purposes,
you may use the business entity physical address rather than the residential or private address of any individual affiliated with the entity.
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Mailing/Faxing Information:
www.corporations.utah.gov/contactus.html
Division's Website:
www.corporations.utah.gov
02/19