Articles/certificate Of Merger - Bureau Of Corporations And Charitable Organizations - Pennsylvania Department Of State Page 5
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5DSCB:15-1926/5926/8547
H. One of the following statements or the equivalent should be used in the second column of Paragraph 5 to set forth the
manner of adoption.
For Articles of Merger (Corporations)
"Adopted by action of the shareholders (or members) pursuant to 15 Pa.C.S. § 1905" or "Adopted by action of the
members (or shareholders) pursuant to 15 Pa.C.S. § 5905."
"Adopted by the directors and shareholders (or members) pursuant to 15 Pa.C.S. § 1924(a)" or "Adopted by
the directors and members (or shareholders) pursuant to 15 Pa.C.S. § 5924(a)".
"Adopted by action of the board of directors of the corporation pursuant to 15 Pa.C.S. § 1924(b)(2)" or "Adopted by
If the action was authorized by a
action of the board of directors of the corporation pursuant to 15 Pa.C.S. § 5924(b)". (
body other than the board of directors this statement should be modified accordingly).
"Adopted by action of the board of directors of the parent corporation pursuant to 15 Pa.C.S. § 1924(b)(3)."
For Certificate of Merger-(Limited Partnerships)
"Adopted by the partners pursuant to 15 Pa.C.S. § 8546(f)."
"Adopted by the general partners pursuant to 15 Pa.C.S. § 8546(g)."
I. For Business Corporation Only: If partnership, business trust or other non-corporate association is a party to the plan
under 15 Pa.C.S. §1921(c) (relating to business trusts, partnerships and other associations) appropriate changes should be
made in the form.
J. For Business Corporations Only: If the second option in Paragraph 7 is checked, the surviving corporation is required
by 15 Pa.C.S. § 1901(relating to omission of certain provisions from filed plans) to furnish a copy of the full text of the
plan, on request and without cost, to any shareholder and, unless the surviving corporation is a closely-held corporation as
defined in 15 Pa.C.S. § 1103 (relating to definitions), on request and at cost to any other person.
K. For Nonprofit Corporations Only: If the second option in Paragraph 7 is checked, the surviving corporation is required
by 15 Pa.C.S. § 5901 (relating to omission of certain provisions from filed plans) to furnish a copy of the full text of the
plan, on request and without cost, to any person.
L. For Limited Partnerships Only: If the second option in Paragraph 7 is checked, the surviving limited partnership is
required by 15 Pa.C.S. § 8547(b) (relating to omission of certain provisions of plan of merger or consolidation) to furnish
a copy of the full text of the plan, on request and without cost, to any partner of the limited partnership that was a party to
the plan and, unless all parties to the plan had fewer than 30 partners each, on request and at cost to any other person.
M. Where more than two corporations/limited partnerships are parties to the merger appropriate additional corporate
signatures should be added. All parties to the merger shall execute the Articles of Merger, including a nonqualified
foreign business/nonprofit corporation/limited partnership which is not the surviving corporation/limited partnership and
which is not otherwise mentioned in the body of the Articles/Certificate of Merger and with respect to which no docketing
statement is submitted, except where the parent corporation (Business Corporations Only) is the sole signatory under 15
Pa.C.S. § 1924(b)(3)).
N. This form and all accompanying documents shall be mailed to the address stated above.
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