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

Use these instructions when completing a Statement of Merger (Surviving Entity is a Foreign Entity) pursuant to § 7-90-203.7 and § 7-90-204.5 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 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 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 only the foreign 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 record’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 foreign entity does not have a statement of foreign entity authority 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 foreign entity is the name as used in the entity’s jurisdiction of formation. 

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

Statement Regarding Merger: A statement indicating that the merging entities are merged into the surviving entity is required pursuant to § 7-90-203.7 and § 7-90-204.5, C.R.S.

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 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.

Service of Process: Pursuant to § 7-90-204.5, C.R.S., 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 to entity’s principle address pursuant to § 7-90-704 (2), C.R.S.

Current Registered Agent: If the surviving foreign entity currently maintains a registered agent in Colorado, mark the first box.

Service of Process by Mail: If the surviving foreign entity does not maintain a registered agent and authorizes service of process by mail, mark the second box.

Registered Agent: If the surviving foreign entity elects to appoint a registered agent, mark the third box and provide the registered agent information.

Registered Agent Name: Provide the name of the registered agent. A registered agent must be one of
the following: an individual age 18 years or older whose primary residence or usual place of business is in Colorado; a domestic entity having a usual place of business in Colorado; or a foreign entity authorized to transact business or conduct activities in Colorado that has a usual place of business in Colorado. When providing the registered agent’s name, only list the individual name or the entity name of the registered agent. Do not provide both an individual and an entity name. For legal authority, refer to § 7-90-701, C.R.S.

Registered Agent Street Address: A street address is required. Provide the street name and number, including the suite, unit or apartment number, if applicable, of the registered agent’s street address. The city and ZIP code must also be provided. The state field is pre-filled with “CO”. If the registered agent is an entity, provide the street address of the registered agent’s usual place of business in Colorado. If the registered agent is an individual, provide the street address of either the registered agent’s primary residence in Colorado or the registered agent’s usual place of business in Colorado. 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 is pre-filled with “CO”. A city and ZIP code must also be provided.

Statement Regarding Registered Agent Consent: The registered agent must consent to being appointed as the registered agent for the entity. Mark the box to affirm the statement. If the box is not marked, the document will not be accepted. The statement regarding registered agent consent is required by § 7-90-701 (3), C.R.S.

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.