ABC / Articles of Merger

Articles of Merger

* DESCRIPTION: Articles of Merger is the document that confirms that two or more companies merged into one. Articles of Merger generally set forth the names of merging entities, the name of the surviving entity, jurisdiction under the laws of which the surviving entity is organized, the effective date and time of the merger, the procedure of approving the plan of merger by each merging entity, and other information.
* RETRIEVAL: CERTIFIED COPIES: Upon request the Office of the Secretary of State will issue a certified copy of the document. The process of obtaining a certified copy from the Office of the Secretary of State is called the “retrieval”. Certified copies bear the Seal of the Department of State, the signature of the state officer (Secretary of State, Deputy Secretary of State, State Treasurer) and the statement that the document is in fact a true and correct copy of the original document kept on file in the Office of the Secretary of State.
* LEGALIZATION: APOSTILLE: If the document is intended for use in a foreign country it has to be legalized (another word is “authenticated”) for foreign use. This is a process in which various seals are placed on the document. The legalization procedure basically depends on one factor: whether the target country has joined the Convention Abolishing the Requirement of Legalization for Foreign Public Documents (“The Hague Convention”). In this case the only legalization required is an Apostille certificate. (Apostille is a French word which means a certification). A document bearing an Apostille is valid in all of the Hague countries .
* CONSULAR LEGLAIZATION: Many foreign jurisdictions have not joined the Hague Convention. If the document is intended for a non-Hague country the consular legalization will be required. Before the consulate or the embassy can stamp the document, the document has to be authenticated on the state and federal levels.
* LEGALIZATION REQUIREMENTS: Only certified copies as described above are accepted for further legalization. Computer generated or notarized copies cannot be accepted for legalization.
* RELATED DOCUMENTS: Articles of Merger do not confirm that the surviving company has current legal status. For this purpose you will need a Certificate of Status (also called Certificate of Existence or Certificate of Good Standing). If your company filed any amendments (e.g. change of name, change of address, etc.) after the Articles of Merger were filed, it is likely that you will be required to submit legalized copies of all Articles of Amendment.

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