Instructions: Statement of Merger (Surviving Entity is a Foreign Entity)

Important information

Use these instructions when completing a Statement of Merger (Surviving Entity is an entity formed outside of Colorado) pursuant to § 7-90-203.7 and § 7-90-204.5 of the Colorado Revised Statutes (C.R.S.). Provide only information required or permitted to be included in the document by Colorado law. The required form must be used when filing the document. For legal authority, refer to § 7-90-301 and § 7-90-302, C.R.S.

The form must be typewritten. Handwritten forms will not be accepted. The completed form must be in English and all fields must be completed unless otherwise specified. The information you provide must match exactly with what we have on file in our office if your record already exists.

Any attachment becomes part of the document. If there is a conflict between information in the attachment and the form, the information in the form takes precedence. The information you provide will be entered exactly as displayed on the form; including lowercase and uppercase letters. 

Visit our Web site at www.sos.state.co.us and click “Businesses, trademarks, trade names” for a copy of a document after filing, Certificates of Good Standing, other electronic services, and other information. For answers to general filing questions consult the Frequently Asked Questions (FAQs), also on our website.

 

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.

Domestic entity means an entity that is formed under the laws of Colorado.

Foreign entity means an entity that is formed under a statute or law of a jurisdiction other than Colorado.

 

Instructions

Merging entity

Provide the entity name or true name of each of the merging entities, and complete all information in this section. Do not provide information about the surviving entity in this section – there is a separate section for surviving entity information.

At least one merging entity must be a domestic entity.

 

ID number

Enter the 11-digit ID number that was assigned to the originating record for the entity in the ID number line when applicable. To locate the ID number, visit our website at www.sos.state.co.us. Click on “Business” and then on “Search Business Database” and search for the entity using the entity name. The ID number is listed on the business record’s Summary page. It is not a state or federal tax ID number.

 

Entity name or true name

When applicable, state the name of the entity exactly as shown in the records of the Colorado Secretary of State’s Office. This form cannot be accepted if the name on the form does not exactly match the name on the record.

 

Form

Provide the form of the entity in the field provided. Examples of entity formations include:

  • Foreign Corporation
  • Limited Liability Company
  • Limited Partnership
  • Limited Liability Partnership
  • Limited Liability Limited Partnership
  • Limited Partnership Association
  • Nonprofit Corporation
  • Cooperative
  • Limited Cooperative Association
  • Other

Any of the entity formations listed above could be foreign entities. Refer to the glossary for definitions of each form type.

Caution: A sole proprietor(ship) is not a recognized form of entity. [1]

 

Jurisdiction

Provide the state, province, or country who has jurisdiction where the entity is formed.

The term ‘foreign’ defines any entity formed outside the state of Colorado. This is a term commonly used by all states to identify entities formed outside of their state.

 

Principal office street address

A principal office street address is required. The street address must be a physical address and  cannot be a post office box.

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

 

Principal office 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 prior to section two and include an attachment stating the entity ID number (if applicable), entity name or true name, form of entity, jurisdiction, and principal address of each additional merging entity.

 

Surviving entity

Provide the entity name of the foreign entity that will remain in existence after the merger is complete. All information in this section must be completed.

 

ID number

If applicable, enter the 11-digit ID number that was assigned to the originating record for the entity in the ID number line. To locate the ID number, visit our website at www.sos.state.co.us. Click on “Business” and then on “Search Business Database” and search for the entity using the entity name. The ID number is listed on the business record’s Summary page. It is not a state or federal tax ID number.

 

Entity name or true name

When applicable, state the name of the entity exactly as shown in the records of the Colorado Secretary of State’s Office. This form cannot be accepted if the name on the form does not exactly match the name on the record.

Otherwise state the name exactly as is in the entity’s records in its jurisdiction.

 

Form

Provide the form of the entity in the field provided. Examples of entity formations include:

  • Foreign Corporation
  • Foreign Limited Liability Company
  • Foreign Limited Partnership
  • Foreign Limited Liability Partnership
  • Foreign Limited Liability Limited Partnership
  • Foreign Limited Partnership Association
  • Foreign Nonprofit Corporation
  • Foreign Cooperative
  • Foreign Limited Cooperative Association
  • Foreign Other

Refer to the glossary for definitions of each form type.

Caution: A sole proprietor(ship) is not a recognized form of entity. This Statement of Foreign Entity Authority cannot be used to file a sole proprietorship. [2]

 

Jurisdiction

Provide the state, province, or country who has jurisdiction where the entity is formed.

The term ‘foreign’ defines any entity formed outside the state of Colorado. This is a term commonly used by all states to identify entities formed outside of their state.

 

Principal office street address

A principal office street address is required. The street address must be a physical address and cannot be a post office box.

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

 

Principal office 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. [3]

 

Trademarks

If one or more of the merging entities is a registrant of a trademark filed with the Colorado Secretary of State, mark the box and include the document number of each statement of trademark registration in the space provided.   

 

Document number

Include the 11-digit number of the trademark registration. This document number is specific to the Colorado Secretary of State’s Office. To locate the document number, visit our website at www.sos.state.co.us. Click on “Business” and then on “Search Business Database” and search for the entity using the entity name, or search for the trademark using the trademark name. From the entity’s Summary page, select “View Trademarks”.

 

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. 

 

Service of process [4]

The surviving foreign entity must either elect to maintain a registered agent in the State of Colorado or authorize service of process by mail to the entity’s principle address. You must choose one of the following options.

  • if the surviving foreign entity currently maintains a registered agent in Colorado, mark the first box;
    or,
  • if the surviving foreign entity does not maintain a registered agent in Colorado and service of process will be mailed, mark the second box;
    or,
  • if the surviving foreign entity elects to appoint a registered agent, mark the third box and provide the registered agent name and street address.
    • Registered agent name
      Provide the name of the registered agent.
      The registered agent is the individual or business responsible for accepting service of process for an entity and must be in Colorado. The registered agent isn’t necessarily an owner or director. The registered agent is responsible for forwarding service of process to the entity. Refer to registered agent and principal office address FAQs.
    • Registered agent street address
      A registered agent street address is required. Provide the street name and number, including the suite, unit or apartment number, if applicable. The state field will be pre-filled with “CO”. A city and ZIP code must also be provided.
      The street address must be a physical address and  cannot be a post office box.
    • Registered agent mailing address
      A mailing address is optional. If the registered agent’s mailing address is different from the registered agent’s street address, or mail cannot be delivered to the street address, provide an address in Colorado where mail may be delivered. The state field will be pre-filled with “CO”. A city and ZIP code must also be provided.

 

Additional information

Mark the box if additional information is permitted or required by law to be included in the document. This will allow additional information to be attached. Each entity’s legal requirement may vary. Seek legal counsel if you are unsure. This attachment will be a part of the record and becomes available to the public. Attachments included in this filing will not be returned to the filer – retain the original copy for your records.

 

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. If you do not want the document to become effective immediately, enter the date and time (if applicable) that you want the document to become effective in the box provided. If only a date is entered, then the document becomes effective at 11:59 PM MST on that date. The effective date must be a future date. [5]

 

Notice

This section describes the legal authority for filing this document. [6]

 

Individual causing delivery [7]

Each individual causing the document to be filed is responsible for complying with the applicable statutes. Provide the last name, first name and address 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 you select this box, you must 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, 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 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 filer. Questions should be addressed to legal counsel.

 

[1] | 7-90-102 (13) and (23), C.R.S.
[2] | 7-90-102 (13) and (23), C.R.S.
[3] | 7-90-203.7, C.R.S.
[4] | 7-90-204.5 and 7-90-704 (2), C.R.S.
[5] | 2-4-109 and 7-90-304, C.R.S.
[6] | 7-90-301.5, C.R.S.
[7] | 7-90-301.5, C.R.S.