Use these instructions when
completing a Statement of Merger (Surviving Entity is a Domestic Entity)
pursuant to § 7-90-203.7 of the Colorado Revised Statutes (C.R.S.). The
required form/cover sheet must be used when submitting the document for filing.
Mistakes may have legal consequences: carefully review the information you provide.
The Colorado Secretary of State’s Office cannot provide legal advice. Questions
should be addressed to your legal, business or tax advisor(s). Only provide
information that is required or permitted to be included in the document. Do
not include personal identifying information, such as a social security number.
All information entered in the form/cover sheet or included in an attachment
will be made a matter of public record and immediately accessible on the
Secretary of State’s website. Information included in the document must be in
English, typewritten or machine printed, and must state the name and address of
at least one individual causing the document to be delivered for filing. In
order to obtain a copy of the filed document or access additional information,
including Frequently Asked Questions (FAQs), visit our website, www.sos.state.co.us.
Definitions
Merging Entity means any entity that will be combined into a surviving entity upon the
completion of the merger.
Surviving
Entity means
the entity that will remain in existence after the merger is complete.
Instructions
Merging
Entity (other
than the surviving entity): Provide the entity name or true name of each of the
merging entities, and complete all information in this section.
Entity ID Number: The ID number is the 11 digit number assigned to the
entity’s record by the Business Division of the Colorado Secretary of State’s
Office. This ID number is specific to the Business Division of the Colorado
Secretary of State and is not a state or federal tax number. The ID
number is listed on the entity’s “Summary” page on our website. A record may be
viewed by visiting our website, www.sos.state.co.us,
clicking on “Business Center”, and then selecting “Search Business Database”. If
a merging entity is not on record with the Colorado Secretary of State, leave
this section blank.
Entity Name or True Name: Provide the name of the merging entity. The true name of
a foreign entity is the name as used in the entity’s jurisdiction of formation.
The true name of a
partnership is the name under which the partnership most commonly transacts
business. The true name of a domestic entity is the name as stated in the
entity’s articles of incorporation, articles of organization, or other constituent
filed document. If the domestic entity does not have a constituent filed document, the true name is the name under which the
entity most commonly transacts business in Colorado.
Form of Entity: Provide the form of the entity. Examples include
“corporation”, “limited liability company”, and “partnership”. A sole
proprietorship is not an entity.
Jurisdiction: Provide the name of the state or country whose laws
govern the entity.
Principal Address:
Street
Address: A street address is
required. Provide the street name and number, including the suite, unit or
apartment number, if applicable. The city, state and ZIP/postal code must also
be provided. Any address outside of the United States must include the
country and, if applicable, the province.
Example:
123 N. Main Street,
Apt 101
Denver, Colorado 80202
Mailing Address: A mailing address is optional. If the mailing address
is different than the street address, or mail cannot be delivered to the street
address, provide the address, including the city, state and ZIP/postal code
where mail is to be delivered. Any address outside of the United States must include the
country and, if applicable, the province.
Example:
P.O. Box 854
Lakewood, Colorado 80228
Additional Merging Entities: If there are more than three
merging entities, mark the box and include an attachment stating the entity ID number, if applicable, entity name or true
name, form of entity and jurisdiction of each additional merging entity.
Surviving Entity: Provide the entity name or true name of the domestic entity
that will remain in existence after the merger is complete. All information in
this section must be completed.
Entity ID Number: The Entity ID number is the 11 digit number assigned
to the entity’s record by the Business Division of the Colorado Secretary of
State’s Office. This ID number is specific to the Business Division of the Colorado
Secretary of State and is not a state or federal tax number. The ID
number is listed on the entity’s “Summary” page on our website. A record may be
viewed by visiting our website, www.sos.state.co.us,
clicking on “Business Center”, and then selecting “Search Business Database”. If the surviving domestic entity is not on
record with the Business Division of the Colorado Secretary of State, leave
this section blank.
Entity Name or True Name: Provide the name of the surviving entity. The true name of a partnership is the name under which the
partnership most commonly transacts business.
The true name of a domestic entity is the name as stated in the
entity’s articles of incorporation, articles of organization, or other constituent
filed document. If the domestic entity does not have a constituent filed
document, the true name is the name under which the entity most commonly
transacts business in Colorado.
Form of Entity: Provide the form of the entity. Examples include
“corporation”, “limited liability company”, and “partnership”. A sole
proprietorship is not an entity.
Jurisdiction: The jurisdiction is pre-filled with “Colorado”. If Colorado is not the jurisdiction of
formation, please complete the form titled “Statement of Merger (Surviving
Entity is a Foreign Entity).
Principal Address:
Street
Address: A street address is
required. Provide the street name and number, including the suite, unit or
apartment number, if applicable. The city, state and ZIP/postal code must also
be provided. Any address outside of the United States must include the
country and, if applicable, the province.
Example:
123 N. Main Street,
Apt 101
Denver, Colorado 80202
Mailing Address: A mailing address is optional. If the mailing address
is different than the street address, or mail cannot be delivered to the street
address, provide the address, including the city, state and ZIP/postal code
where mail is to be delivered. Any address outside of the United States must include the
country and, if applicable, the province.
Example:
P.O. Box 854
Lakewood, Colorado 80228
Statement Regarding Merger: A statement indicating that
the merging entities are merged into the surviving entity is required pursuant
to § 7-90-203.7,
C.R.S.
Plan of Merger: If amendments to the surviving entity’s
constituent filed document are being made, mark the box.
Trademarks: If one or more of the merging entities is a
registrant of a trademark filed in the records of the Business Division of the
Colorado Secretary of State, mark the box and state the document number of each
statement of trademark registration in the space provided.
Document Number: The document number is the 11 digit number assigned to
the trademark record by the Business Division of the Colorado Secretary of
State’s Office. This document number is specific to the Business Division of
the Colorado Secretary of State and is not a state or federal tax
number. The document number is listed in the record’s “History and Documents”
page on our website. A record may be reviewed by visiting our website, www.sos.state.co.us,
clicking on “Business Center”, and then selecting “Search Business Database”.
Additional Trademarks: If there are more than three
trademarks, mark the box and include an attachment stating the document numbers
of the additional statements of trademark registration.
Additional Information: Mark the box if additional information is permitted or
required by law to be included in the document and include an attachment stating the
additional information.
Delayed Effective Date (optional):
Leave this field
blank if you want the document to take effect immediately. The effective date of this document may be delayed up to 90
days after filing with the Business Division of the Colorado Secretary of
State’s Office. If you do not want the document to become effective
immediately, enter the date and, if appropriate, time that you want the
document to become effective in the box. If only a date is entered into the
box, then the document becomes effective at twelve midnight on that date. Mountain
Time controls the filing date and time. For legal authority, refer to § 2-4-109 and § 7-90-304, C.R.S.
Notice: This section describes the legal authority for filing
this document. Refer to § 7-90-301.5,
C.R.S., for more information.
Individual Causing
Delivery: Pursuant to § 7-90-301.5, C.R.S., each individual causing the
document to be filed is responsible for complying with the applicable statutes.
Provide the last name and first name of at least one individual causing the
document to be delivered for filing. A middle name or initial and a suffix are
optional. The mailing address, including the city, state and ZIP/postal code,
must be provided. Any address outside of the United States must include the
country and, if applicable, the province.
Example: Smith, John
123 N. Main St., Apt 101
Denver, Colorado 80122
Additional Individuals
Causing Delivery: If two or more
individuals are causing delivery of the document, mark the box and include an
attachment with the names and addresses of additional individuals causing the
document to be filed. The attachment must provide the name of each additional
individual, including their last name and first name. A middle name or initial
and a suffix are optional. Also provide the mailing address, including the
city, state and ZIP/postal code. Any address outside of the United States must include the
country and, if applicable, the province.
Disclaimer: These instructions, and the related form/cover sheet,
are not intended to provide legal, business or tax advice, and are offered as a
public service without representation or warranty. While the related form/cover
sheet is believed to satisfy minimum legal requirements as of its revision
date, compliance with applicable law, as the same may be amended from time to
time, remains the responsibility of the user of this form/cover sheet.
Questions should be addressed to the user’s attorney.
