https://dos.ny.gov
DOCUMENT AND CERTIFICATE COVER SHEET
New York State
Department of State
DIVISION OF CORPORATIONS,
STATE RECORDS AND
UNIFORM COMMERCIAL CODE
One Commerce Plaza
99 Washington Ave.
Albany, NY 12231-0001
Contact Information
Name: ______________________________________________________________________________
Mailing Address:_______________________________________________________________________
_____________________________________________________________________________
Email Address: ______________________________________________________________________
Phone Number:
______________________________________________________________________
Request for Filing of Document
Exact Name of Entity: __________________________________________________________
____________________________________________________________
Document Type:_______________________________________________________________
(i.e., Certificate of Incorporation, Articles of Organization, Certificate of Amendment, etc.):
Request for Copies or Certificates of Status
(Check the appropriate box)
Exact Name of Entity: __________________________________________________________
□ Certified Copies of all Documents on File ($10 per document)
□ Plain Copies of all Documents on File ($5 per document)
□Certified Copy of _____________________________________________________ ($10 per document)
(specify document)
□ Plain Copy of ________________________________________________________ ($5 per document)
(specify document)
□ Certificate of Status - Long Form ($25 per document)
□ Certificate of Status - Short Form ($25 per document)
Method of Delivery of Filing Receipt or Other Document
All documents will be returned to the email address listed above with the exception of certified and
uncertified copies filed before July 1990.
DOS-2183-f (04/22)
DOS-1368-f (Rev. 12/22)
Page 1 of 3
Department of State
DIVISION OF CORPORATIONS,
STATE RECORDS AND
UNIFORM COMMERCIAL CODE
One Commerce Plaza
99 Washington Ave.
Albany, NY 12231-0001
https://dos.ny.gov
CERTIFICATE OF MERGER
OF
(Insert Name of Domestic Entity)
AND
(Insert Name of Foreign Limited Liability Company)
INTO
(Insert Name of Foreign Limited Liability Company)
Under Section 1003 of the Limited Liability Company Law
FIRST: The name (and if the name has been changed, the name under which it was formed) and
jurisdiction of formation or organization of each limited liability company or other business entity that is
to merge is:
.
SECOND: For each domestic limited liability company and domestic other business entity, the date when
its initial articles of organization or formation document was filed with Department of State is:
.
THIRD: For each foreign limited liability company and foreign other business entity, the jurisdiction
and date of filing of its original articles of organization or formation document and the date when its
application for authority was filed with the Department of State is (if no such application has been filed, a
statement to such effect and a statement that the foreign surviving limited liability company is not to do
business in this state until it has filed an application for authority with the Department of State):
.
FOURTH: The agreement of merger has been approved and executed by each domestic limited liability
company or other business entity that is to merge.
FIFTH: The name of the surviving foreign limited liability company is:
SIXTH: The effective date of merger, if it is not to be effective upon the filing of the Certificate of
Merger, is:
. (A future effective date may not exceed
30 days from the date of filing.)
DOS-1368-f (Rev. 12/22)
Page 2 of 3
SEVENTH: The surviving foreign limited liability company may be served with process in this
state in any action or special proceeding for the enforcement of any liability or obligation of any
domestic limited liability company, domestic business corporation or domestic other business entity
previously amenable to suit in this state that is to merge and for the enforcement that is provided in the
Limited Liability Company Law of the right of members of any domestic limited liability company,
shareholders of any domestic business corporation or owners of any domestic other business entity to
receive payment for their interests against the surviving foreign limited liability company.
EIGHTH: Pursuant to Section 623 of the Business Corporation Law, Section 1005 of the Limited
Liability Company Law or any applicable statute, the surviving foreign limited liability company will
promptly pay to the shareholders of each domestic business corporation, members of each domestic
limited liability company or owners of any constituent other business entity the amount, if any, to which
they shall be entitled under the provisions of the Business Corporation Law, Limited Liability Company
Law and any applicable statute relating to the right of shareholders, members and owners to receive
payment for their interest.
NINTH: The Secretary of State is designated as agent of the surviving foreign limited liability company
upon whom process against it may be served.
The post office address to which the Secretary of State shall mail a copy of any process against the
foreign limited liability company served upon the Secretary of State by personal delivery is:
(Optional) The email address to which the Secretary of State shall email a notice of the fact that
process against the foreign limited liability company has been served electronically upon the
Secretary of State is:
TENTH: This merger is permitted by the jurisdiction of incorporation or organization for each foreign
other business entity and foreign limited liability company and is in compliance therewith.
ELEVENTH: The agreement of merger is on file at the following place of business of the surviving
foreign limited liability company:
.
TWELFTH: A copy of the agreement of merger will be furnished by the surviving foreign limited
liability company on request and without cost to any member of any domestic limited liability
company or to any person holding an interest in any other business entity that is to merge pursuant
to such agreement.
(Name of Domestic Entity) (Name of Foreign Limited Liability Company)
X X
(Signature) (Signature)
(Type or Print Name) (Type or Print Name)
(Capacity of Signer) (Capacity of Signer)
DOS-1368-f (Rev. 12/22)
Page 3 of 3
CERTIFICATE OF MERGER
OF
(Insert Name of Domestic Entity)
AND
(Insert Name of Foreign Limited Liability Company)
INTO
(Insert Name of Foreign Limited Liability Company)
Under Section 1003 of the Limited Liability Company Law
Filer’s Name and Mailing Address:
Name:
Company, if Applicable:
Mailing Address:
City, State and Zip Code:
NOTES:
1. The name(s) of the limited liability company or other business entity and the date(s) of filing of the articles of organization,
formation or qualification document must exactly match the records of the Department of State. This information should be
verified on the Department of State’s website at https://dos.ny.gov
.
2. This form was prepared by the New York State Department of State for filing a certificate of merger with a foreign limited
liability company survivor. It does not contain all optional provisions under the law. You are not required to use this form.
You may draft your own form or use forms available at legal supply stores.
3. The Department of State recommends that legal documents be prepared under the guidance of an attorney.
4. The certificate must be submitted with a $60 filing fee made payable to the Department of State.
(For office use only)
