How to merge a business entity in California

What is a Corporate Merger in California?

A corporate merger is a uniting of corporations in which one of two or more corporations survives. There are several types of mergers with a range of filing requirements based not only on the number of corporations merging and the type of merger, but also the abode of the corporations merging and whether or not any foreign (out-of-state) corporations are qualified to execute business in California.

What is Short Form Merger in California?

• Short Form Merger also named as Certificate of Ownership.
• State of California Corporations allows the merger of a subsidiary corporation into the parent by a shortened technique if the parent owns 100 % of the outstanding shares of the subsidiary.
• The merger is accomplished by filing a Certificate of Ownership with the Secretary of State.

How many corporations can merge under a single Certificate of Ownership?

Two or more subsidiary corporations can be merged using a single Certificate of Ownership by adding appropriate statements in the certificate.

Does a parent corporation or one or more of the subsidiary corporations can be foreign corporations in California?

Either the parent corporation or one or more of the subsidiary corporations can be foreign corporations, whether or not eligible in California, as long as either the parent corporation or at least one of the subsidiary corporations is a California corporation, and the laws of the place of incorporation of the foreign corporation authorize a merger to be effected in the way provided by California Corporations.

Does a parent corporation merge with its subsidiary corporation in California?

California Corporations also permits a merger of a parent corporation into its subsidiary corporation and permits a merger where the parent corporation preserves less than 100 percent, but at least 90 percent of the outstanding shares of each class, the legal requirements for the filing are more multifaceted.

What is “Merger by Agreement of Merger” in California?

There is a merger by Agreement of Merger with a California corporation as the survivor, there must be filed a copy of the Agreement of Merger with a separate officers’ certificate for the surviving corporation and for each merging corporation.

What is “Triangular Merger” in California?

In many occasions of a corporate acquirement by merger, the deal will be structured as a merger of the corporation being acquired into a subsidiary of the acquiring corporation. This type of merger is stated as a triangular merger and is precisely recognized in California Corporations.

What is the process of a Merger in the state of California?
 
·         Submit a copy of the Business Plan along with the application.
·         Attach a copy of agreement of merger.
·         Certificate of Merger/Consolidation

What is the fee of a California Merger?

Fee in the state of California is $100 to file a merger/consolidation. In addition to the filing fee, there is a non-refundable $15 special handling fee for processing documents that are delivered in person (drop off) at the Sacramento office.

How long does state of California take to complete the merger?

Standard processing time for submissions to this office is approximately 5-7 business days from receipt. Processing times vary depending on the type of request submitted, how the request is submitted, and when the request is received by the California Secretary of State's office.

Do you have to surrender an existing Employer Identification Number while merging to another company?

• Dying Company will surrender its Employer Identification Number on merging.
  
• Serving Company will take merged company under its Employer Identification Number.

For Which mergers Certificate of Merger uses in California?

Certificate of Merger (Form OBE MERGER-1) may be used for the following mergers:

• Limited Liability Company Mergers: Mergers involving only limited liability companies in which one or more California limited liability companies is a party to the merger.
• Limited Partnership Mergers: Mergers involving only limited partnerships in which one or more California limited partnerships is a party to the merger.
• Interspecies Mergers: Mergers involving “other business entities” in which one or more California corporations, limited liability companies, limited partnerships, or partnerships is a party to the merger.

How to Surrender / Cancel the merger in California?

• File Certificate of Surrender for foreign corporations.
  
• File Certificate of Cancellation (Form LLC-4/7) for foreign limited liability companies.
• File Certificate of Cancellation (Form LP-4/7) for foreign limited partnerships.
• Notice of Status Change (Form LLP-4) – for foreign limited liability partnerships.

What is the fee for Filing Certificate of Merger (Form OBE MERGER-1)?

• $150.00 for Interspecies Mergers
• $70.00 fpr Limited Liabilities Companies
• $70.00 for Limited Partnerships

What is Interspecies Mergers in California?

Mergers comprising “other business entities” in which one or more California corporations, limited liability companies, limited partnerships, or partnerships is a party to the merger.

What are signatory requirements in Certificate of Merger (Form OBE MERGER-1)?

• A Certificate of Merger (Form OBE MERGER-1) must be accomplished and acknowledged by the surviving entity and by each merging other business entity in California Corporations.
• Corporations (Domestic / Foreign) - Implemented and acknowledged by the chairperson of the board, president or a vice president and also by its secretary or an assistant secretary.
• Limited Liabilities Companies (For Domestic), Implemented and acknowledged by all managers of the limited liability company, or if none, by all members. For Foreign, Implemented and acknowledged by one or more managers, or if none, by all members.
• Limited Partnerships-(For Domestic) Implemented & acknowledged by all general partners. For Foreign, Implemented & acknowledged by one or more general partners.
• General Partnerships and Limited Liability Partnerships- (For Domestic) Implemented & acknowledged by two partners. For Foreign, Implemented & acknowledged by one or more general partners.

• Business Trusts; Real Estate Investment Trusts; Unincorporated Associations (Domestic / Foreign)- Implemented by those persons prerequisite or authorized to implement the certificate of merger by the laws under which that party is structured, identifying for that party the endowment of law or other basis for the authority of the signing persons.