What is a Merger or Consolidation in New Jersey?

 A merger is a process to unite or consolidate two existing comapnies into one either to expand business or other legal purposes. In the process of a merger, there is one surviving entity and the other is called a dying entity. State of New Jersey allows both domestic and foreign entities to merge.

Difference between the merger and consolidation

• One corporation is taken over by another corporation is called a merger. It can be voluntarily or involuntarily.
• The consolidation process is involved between two or more corporations and once the consolidation is completed, the original corporation will no longer exist.

Difference between Articles of Domestication and Articles of Merger?

• Articles of domestication are filed to move company from one state to another and retain the age of the home state company.
• Articles of merger files to consolidate the two companies into one and retain the age of a surviving company.

 What is the process of a Merger in the state of New Jersey?

• Submit a copy of the Business Plan along with the application.
• Attach a copy of agreement of merger.

• Certificate of Merger/Consolidation

How to file a certificate of merger or consolidation of Limited Liability Co.'s, Limited Partnerships & Partnerships?

• Submit a Form UMC-1 along with the state filing fee $100.00.
  
• State of New Jersey will not file a merger or consolidation of the foreign state entity, if the out of state entity law is not granted to organize in the state of New Jersey.
• Specify whether it is a merger or a consolidation.
• Check the name availability with the state, if the surviving business entity does not want to use the original name.

 Difference between a merger of a domestic company or a foreign state company?

 

• Domestic company merger-Surviving business entities and dying business entities must be in the same state to merge.
• Merger of a foreign entity-Surviving company must be in the state of New Jersey in order to merge.

How to file a certificate of merger or consolidation for profit corporations in New Jersey?

Form UMC-2 files for the profit corporations to merge into another business entity along with state filing fee of $100.00

How to file a certificate of merger or consolidation for non profit corporations in New Jersey?

Form UMC-3 files for the certificate of merger or consolidation of Non-Profit corporations along with the statutory state filing fee of $75.00