California Secretary Of State Agreement Of Merger

B. Filling in elements not applicable in the merger certificate: if the notifier has completed on the certificate elements that are not applicable to the merger, the filing may be refused. For example, if the merger does not involve the issue of participating securities of a parent company, the notifier should not tick any of the boxes in point 10 of the merger certificate.  The certificate of merger for each other foreign business entity, if any, must also contain the legal or other basis on which that other foreign business entity is entitled to proceed with the merger under the laws under which it is organized. If, at the time of the merger, documents of participation of a parent party (Article 5064(5)) are to be issued, the certificate or certificate of merger of the controlled party shall indicate either that no votes of the shareholders of the parent party were required or that the required vote has been taken.  The merger and, where applicable, the amendment of the articles of association of the surviving company contained in the amalgamation agreement shall take effect upon the filing of the amalgamation agreement, subject to the provisions of subdivision (i).  If a national mutual insurer created after 1974 to insure processing errors is a party to the merger, the merger agreement or merger certificate shall be submitted only when the certificate of approval of the merger issued by the Insurance Commissioner has been filed in accordance with Article 1555 of the Insurance Code. . . .

Comments are closed.