Mergers are complex, multi-phase business agreements involving two or more companies. While months are often spent on due-diligence and negotiations, the closing phase of mergers can also present challenges.
After an agreement is reached, firms must begin the process of filing merger and supplemental documents with the state. Paperwork errors or failure to file a document can draw-out this already lengthy process.
Required addendums vary by jurisdiction, but along with a statement of merger, many states request the following: Articles of incorporation or articles of organization (domestic entity created), certificate of authority (foreign entity surviving), articles of amendment, approval from regulatory agencies, proof of board approval or merger, and tax clearance certificates. Many states allow entities to file a plan of merger in lieu of a statement of merger as long as statutory requirements are met.
A merger involving multi-state entities means filing statements of merger and all required attachments in a number of states. Processing times and requirements vary by governing body, so it is important to closely track the status of filings.
Click on a link below to see state specific information regarding mergers.
Acquisition - When one company purchases ownership of another company.
Consolidation - Occurs when two or more companies merge and a new entity is formed as a result. (Some states now classify consolidations as mergers for filings purposes.)
Merger - When two or more companies combine and one of the companies becomes the surviving entity.