Agreement Of Merger For Corporate Mergers
Under the California Corporation Code, before initiating a merger, there is a lot that a corporation needs
to take care of. The Merger Agreement should be filled out correctly and any sort of mistakes or
corrections should be avoided at all costs. Follow these tips to ensure approval, the first time.
Tips for Filing Agreement Of Merger
1) The name of the entities should be an exact match as in the State’s records with identical
spelling and punctuation.
2) Two delegated officers on behalf of each of the corporation should sign the Agreement of
Merger. The delegated officers can either be chairmen, president or vice president.
3) All corporations should have the following signatures on the Agreement of Merger:
I. A corporation requires signatures from two designated officers
II. A LLC requires signatures of all managers or members
III. A limited partnership requires the signatures of al general partners
4) In case all the outstanding shares of a corporation that is disappearing are being cancelled, the
Agreement of Merger should state that the shares are being cancelled and it should also include
the verification by all the shareholders.
5) An Officer’s Certificate must be signed and verified by two appropriate corporate officers, the
actual date of signing should also be mentioned. Post dating is not allowed in any case.
6) The Officer’s Certificate or Certificate of Ownership must be signed and verified by the individual
officers and not by the corporation. The corporation should avoid any sort of indication or mark
above or below the signature line.
7) The Officer’s Certificate for a corporation must be signed by the chairman of the board or the
president or the vice president, along with the secretary, the CFO, or the treasurer.
8) The corporations should also reference the complete title of the documents setting forth the
Agreement of Merger throughout the documents.
9) The surviving corporation should also set forth their amendments and restatements in full along
with the Agreement of Merger. 10) The Agreement of Merger should also include the complete manner of converting shares and
each class and series should be treated equally unless 100% of the vote of that class is obtained.
11) References to documents that are not included in the Agreement of Merger should clearly state
the name of the document, the date and the names of the parties signing it.
12) Normally, the approval of the majority of is required for each class of shareholders. There may
be other voting requirements as well in the Articles of Incorporation.
13) In case of inter-species mergers the Certificate of Merger form must include the number of
outstanding shares of each class.
14) A Certificate of Ownership must be present in the form of an Officer’s Certificate and it should
comply with the California Corporations Code.
15) If a corporation chooses a form of the Officer’s Certificate, whereby required are contained in an
attachment, the Officer’s Certificate must include the statement that the attachment is
incorporated by reference as if fully set forth.