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What does a certificate of merger include in Michigan?

After two domestic businesses decide that they want to merge in Michigan, the process has to be approved. Once the approval officially goes through, a certificate than has to be created, which is known as a certificate of merger. Knowing what this will include is important to business owners on both sides of the equation.

First of all, it will sum up the agreements that the parties have made during the planning stages. For example, each side will have to come up with a document detailing what the company is going to be called after the two come together, what address is going to be used, and things of this nature. These details must be stated again in the final certificate.

The board has to approve the move before any mergers are complete, and a simple statement also has to be put into the certificate showing that it did so.

Shareholders also may have a significant interest in the merger, so the certificate has to state that the owners of the company will share the requested information with these shareholders. Each has a right to get the plan of merger if they desire it. There should not be any cost for them to get it.

In some situations, the shareholders may even have the power to approve or oppose the merger on their own. If the businesses involved need the approval of their shareholders, it must be obtained just like the approval from the board. Once it is, a statement has to be added to the certificate of merger that shows that the shareholders approved and that the action went through the proper channels.

Source: Michigan Legislative Website, "450.1736 Merger of domestic corporation with business organization." Sep. 03, 2014

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