Form 549 "Certificate of Merger" - Ohio

What Is Form 549?

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 March 1, 2020;
  • 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 549 by clicking the link below or browse more documents and templates provided by the Ohio Secretary of State.

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Download Form 549 "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: 03/2020
Form 549
Page 1 of 7
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: 03/2020
Form 549
Page 1 of 7
Form 549 Prescribed by:
Mail this form to one of the following:
Toll Free: 877.767.3453
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 all constituent entities are foreign (non-Ohio).
Filing Fee: $99
(999-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 fill in the appropriate blanks)
1.
Foreign (Non-Ohio Entity)
Jurisdiction of formation
2.
Registration/License Number
(If licensed or registered in Ohio as a foreign entity)
3.
For-Profit Corporation
Partnership
Nonprofit Corporation
Limited Partnership
For-Profit Limited Liability Company
Limited Liability Partnership
Nonprofit Limited Liability Company
Unincorporated Nonprofit Association
Last Revised: 03/2020
Form 549
Page 2 of 7
II. CONSTITUENT ENTITY
Provide the name, license/registration number, if licensed or registered in Ohio, 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).
License/Registration
Jurisdiction of
E
ntity Name
Type of Entity
Number in Ohio
Formation
III. SERVICE ADDRESS - 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 address where any process,
notice or demand may be sent.
Mailing Address
City
ZIP Code
State
IV. REQUIREMENTS OF CORPORATIONS MERGING OUT OF EXISTENCE
If a foreign corporation licensed to transact business in Ohio is a constituent entity and the surviving entity is not a 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 (C) or (D) of section 1703.17 of the Revised Code with respect to each foreign
constituent corporation licensed to transact business in Ohio.
V. 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
VI. CERTIFICATE OF MERGER
Attach a certificate setting forth the fact of merger, certified by the Secretary of State, or other proper official, from the
entity's jurisdiction of formation.
Last Revised: 03/2020
Form 549
Page 3 of 7
Complete the information in this section.
AFFIDAVIT BY A FOREIGN CORPORATION
In lieu of dissolution releases from various governmental authorities (ORC section 1703.17(D)).
Name of Corporation
The undersigned, being first duly sworn, declares that on the dates indicated below, each of the named state governmental
agencies was advised IN WRITING of the scheduled date of filing of the Certificate of Surrender and was advised IN
WRITING of the acknowledgement by the corporation that the surrender of its license does not release it of liability, if any, for
payment of taxes and contributions due.
Agency
Agency
Date Notified
Date Notified
(MM/DD/YYYY)
(MM/DD/YYYY)
Ohio Department of Taxation
Ohio Job & Family Services
Dissolution Section
Status and Liability Section
4485 Northland Ridge Blvd.
Data Correspondence Control
Columbus, Ohio 43229
Fax:
614-752-4811
Phone: 614-466-2319
Regular Address:
Overnight Address:
P.O. Box 182413
P.O. Box 182413
Columbus, OH 43218-2413
Columbus, OH 43218-2413
Treasurer
Date Notified
The treasurer of any county named below:
(MM/DD/YYYY)
Note: This affidavit must be signed by a person executing the certificate of surrender or by an officer of the corporation.
Title
Signature
Name
Mailing Address
City
ZIP Code
State
Sworn to and subscribed in my presence on this date (MM/DD/YYYY)
Seal
Notary Public
Date Commission Expires (MM/DD/YYYY)
Last Revised: 03/2020
Form 549
Page 4 of 7
Complete the information in this section.
AFFIDAVIT OF PERSONAL PROPERTY
State of
County of
SS:
, being first duly sworn, deposes and says that she/he is
Name of Officer
of
Title of Officer
Name of Corporation
and this affidavit is made in compliance with section 1703.17 of the Ohio Revised Code.
That said corporation has: (Check one (1) of the following)
A. Has no personal property in any county in the state of Ohio
B. Has personal property in the following county(ies)
County
County
County
and that the net assets of said corporation are sufficient to pay all personal property taxes accrued to date.
Signature
Title
Seal
Sworn to and subscribed in my presence on this date (MM/DD/YYYY)
Notary Public
Date Commission Expires (MM/DD/YYYY)
Last Revised: 03/2020
Form 549
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