Form 551 "Certificate of Merger" - Ohio

What Is Form 551?

This is a legal form that was released by the Ohio Secretary of State - a government authority operating within Ohio. As of today, no separate filing guidelines for the form are provided by the issuing department.

Form Details:

  • Released on November 1, 2019;
  • The latest edition provided by the Ohio Secretary of State;
  • Easy to use and ready to print;
  • Quick to customize;
  • Compatible with most PDF-viewing applications;
  • Fill out the form in our online filing application.

Download a fillable version of Form 551 by clicking the link below or browse more documents and templates provided by the Ohio Secretary of State.

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Download Form 551 "Certificate of Merger" - Ohio

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Toll Free: 877.767.3453 | Central Ohio: 614.466.3910
OhioSoS.gov
|
business@OhioSoS.gov
File online or for more information:
OhioBusinessCentral.gov
Filing Form Cover Letter
Please return the approval certificate to:
Name
(Individual or Business Name):
To the Attention of
(if necessary):
Address:
City:
State
ZIP Code:
Phone Number:
E-mail Address:
Check here if you would like to receive important notices via email from the Ohio Secretary of State's office regarding
Business Services.
Check here if you would like to be signed up for our Filing Notification System for the business entity being created or
updated by filing this form. This is a free service provided to notify you via email when any document is filed on your
business record.
Please make checks or money orders payable to: "Ohio Secretary of State"
Type of Service Being Requested: (PLEASE CHECK ONE BOX BELOW)
Regular Service: Only the filing fee listed on page one of the form is required and the filing will be
processed in approximately 3-7 business days. The processing time may vary based on the volume of
filings received by our office.
Expedite Service 1: By including an Expedite fee of $100.00, in addition to the regular filing fee on page
one of the form, the filing will be processed within 2 business days after it is received by our office.
Expedite Service 2: By including an Expedite fee of $200.00, in addition to the regular filing fee on page
one of the form, the filing will be processed within 1 business day after it is received by our office.
This
service is only available to walk-in customers who hand deliver the document to the Client Service Center.
Expedite Service 3: By including an Expedite fee of $300.00, in addition to the regular filing fee on page
one of the form, the filing will be processed within 4 hours after it is received by our office, if received by 1:00
p.m.
This service is only available to walk-in customers who hand deliver the document to the Client Service Center.
Preclearance Filing: A filing form, to be submitted at a later date for processing, may be submitted to be
examined for the purpose of advising as to the acceptability of the proposed filing for a fee of $50.00. The
Preclearance will be complete within 1-2 business days.
Last Revised: 11/2019
Form 551
Page 1 of 9
Toll Free: 877.767.3453 | Central Ohio: 614.466.3910
OhioSoS.gov
|
business@OhioSoS.gov
File online or for more information:
OhioBusinessCentral.gov
Filing Form Cover Letter
Please return the approval certificate to:
Name
(Individual or Business Name):
To the Attention of
(if necessary):
Address:
City:
State
ZIP Code:
Phone Number:
E-mail Address:
Check here if you would like to receive important notices via email from the Ohio Secretary of State's office regarding
Business Services.
Check here if you would like to be signed up for our Filing Notification System for the business entity being created or
updated by filing this form. This is a free service provided to notify you via email when any document is filed on your
business record.
Please make checks or money orders payable to: "Ohio Secretary of State"
Type of Service Being Requested: (PLEASE CHECK ONE BOX BELOW)
Regular Service: Only the filing fee listed on page one of the form is required and the filing will be
processed in approximately 3-7 business days. The processing time may vary based on the volume of
filings received by our office.
Expedite Service 1: By including an Expedite fee of $100.00, in addition to the regular filing fee on page
one of the form, the filing will be processed within 2 business days after it is received by our office.
Expedite Service 2: By including an Expedite fee of $200.00, in addition to the regular filing fee on page
one of the form, the filing will be processed within 1 business day after it is received by our office.
This
service is only available to walk-in customers who hand deliver the document to the Client Service Center.
Expedite Service 3: By including an Expedite fee of $300.00, in addition to the regular filing fee on page
one of the form, the filing will be processed within 4 hours after it is received by our office, if received by 1:00
p.m.
This service is only available to walk-in customers who hand deliver the document to the Client Service Center.
Preclearance Filing: A filing form, to be submitted at a later date for processing, may be submitted to be
examined for the purpose of advising as to the acceptability of the proposed filing for a fee of $50.00. The
Preclearance will be complete within 1-2 business days.
Last Revised: 11/2019
Form 551
Page 1 of 9
Mail this form to one of the following:
Toll Free: 877.767.3453
Form 551 Prescribed by:
Regular Filing (non expedite)
Central Ohio: 614.466.3910
P.O. Box 1329
Columbus, OH 43216
OhioSoS.gov
Expedite Filing (Two business day processing time.
business@OhioSoS.gov
Requires an additional $100.00)
P.O. Box 1390
File online or for more information:
OhioBusinessCentral.gov
Columbus, OH 43216
For screen readers, follow instructions located at this path.
Certificate of Merger
To be used when at least one constituent entity is an Ohio entity.
Filing Fee: $99
(154-MER)
Forms Must Be Typed
In accordance with the requirements of Ohio law, the undersigned corporations, banks, savings banks, savings and loan
associations, limited liability companies, partnerships, limited partnerships and/or limited liability partnerships, desiring to
effect a merger, set forth the following facts
I. (Surviving) Entity
A. Name of Entity Surviving the Merger
B. Name Change: As a result of this merger, the name of the surviving entity has changed to the following
(Complete only if name of surviving entity is changing through the merger)
C. The surviving entity is a
(Please check the appropriate box and fill in the appropriate blanks)
Domestic (Ohio entity)
Foreign (Non-Ohio Entity)
1.
Jurisdiction of formation
2. Charter/Registration/License Number
(If licensed in Ohio as domestic or foreign)
For-Profit Corporation
3.
Nonprofit Corporation
For-Profit Limited Liability Company
Nonprofit Limited Liability Company
Partnership
Limited Partnership
Limited Liability Partnership
Unincorporated Nonprofit Association
Last Revised: 11/2019
Form 551
Page 2 of 9
II. CONSTITUENT ENTITY
Provide the name, Ohio charter/license/registration number, type of entity, jurisdiction of formation, for each entity
merging out of existence. (If this is insufficient space to reflect all merging entities, please attach a
separate sheet listing the additional merging entities).
Entity Name
Ohio Charter/License/
Jurisdiction
Type of
Registration Number
of Formation
Entity
III. MERGER AGREEMENT ON FILE
The name and mailing address of the person or entity from whom/which eligible persons may obtain a copy of the
merger agreement upon written request
Name
Mailing Address
Zip Code
City
State
IV. EFFECTIVE DATE OF MERGER
This merger is to be effective on
(The date specified must be on or after
the date of the filing. If no date is specified, the date of filing will be the effective date of the merger).
V. MERGER AUTHORIZED
Each constituent entity has complied with the laws under which it exists and the laws permit the merger. The
agreement of merger is authorized on behalf of each constituent entity and each person who signed the certificate
on behalf of each entity is authorized to do so.
Last Revised: 11/2019
Form 551
Page 3 of 9
VI. STATEMENT OF MERGER
Upon filing this Certificate of Merger, or upon such later date as specified herein, the merging entity/entities listed
herein shall merge into the listed surviving entity.
VII. STATUTORY AGENT - To be filed ONLY if the surviving entity is a foreign entity not licensed in Ohio.
If the surviving entity is a foreign entity NOT licensed to transact business in Ohio, provide the name and address
of a statutory agent upon whom any process, notice or demand may be served.
Name of Statutory Agent
Mailing Address
OH
City
State
ZIP Code
VIII. AMENDMENTS
If a domestic corporation, limited liability company or limited partnership survives the merger, any
amendments to the entity's articles of incorporation, articles of organization, or certificate of limited partnership
of the surviving domestic entity shall be filed with the certificate of merger.
Amendments are attached
No Amendments
If you are amending the total number of shares, please complete this box so the appropriate
filing fee is charged.
Total number of shares previously listed in the Articles or other Amendments with the Ohio Secretary of State:
With the submission of this amendment, NEW total number of shares:
IX. REQUIREMENTS OF CORPORATIONS MERGING OUT OF EXISTENCE
If a domestic corporation or foreign corporation licensed to transact business in Ohio is a constituent entity
and the surviving entity is not a domestic corporation or foreign corporation to be licensed
in Ohio, the certificate of merger must be accompanied by the affidavits, receipts, certificates, or other evidence
required by division (H) of section 1701.86 division (G) of section 1702.47 of the Revised Code with respect to
each domestic constituent corporation, and/or by the affidavits, receipts, certificates, or other evidence required by
division (C) or (D) of section 1703.17 of the Revised Code with respect to each foreign constituent corporation licensed
to transact business in Ohio.
X. QUALIFICATION OR LICENSE OF FOREIGN SURVIVING ENTITY
A surviving foreign entity that wishes to qualify in Ohio as part of the merger must file an additional form, as listed
below, but no additional filing fee is required.
Foreign Qualifying Corporation - Form 530A or B and Certificate of Good Standing
Foreign Notice (if qualifying entity is a foreign bank, savings bank, or savings and loan association) - Form 552
Foreign Qualifying Limited Liability Company - Form 533B
Foreign Qualifying Limited Partnership - Form 531B
Foreign Qualifying Limited Liability Partnership - Form 537 and Evidence of Existence in Jurisdiction of Formation
Last Revised: 11/2019
Form 551
Page 4 of 9
The undersigned constituent entities (constituent entities include all merging and surviving entities) have caused this
certificate of merger to be signed by their duly authorized officers, partners and representatives.
Name of entity
By:
Signature
Its:
Title
Name of entity
By:
Signature
Its:
Title
Name of entity
By:
Signature
Its:
Title
An authorized representative of each constituent corporation, partnership, or entity must sign the merger
certificate (ORC 1701.81(A), 1702.43 (A), 1705.38(A), 1776.70(A), 1782.433(A)). this includes all merging and
surviving entities.
Last Revised: 11/2019
Form 551
Page 5 of 9
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