Instructions for Completing the
Certificate of Merger (Form OBE MERGER-1)
Where to File: For easier completion, this form is available on the Secretary of State's website at
www.sos.ca.gov/business/be/forms.htm and can be completed online and printed to mail. The completed form can
be mailed to Secretary of State, Document Filing Support Unit, 1500 11th Street, 3rd Floor, Sacramento, CA 95814
or delivered in person (drop off) to the Sacramento office. If you are not completing this form online, please type or
legibly print in black or blue ink. This form is filed only in the Sacramento office.
Legal Authority: Statutory filing provisions are found in California Corporations Code sections 1113(g), 3203(g),
6019.1, 8019.1, 9640, 12540.1, 15911.14, 16915(b) and 17710.14. All statutory references are to the California
Corporations Code, unless otherwise indicated. Note: If a limited partnership is a party to the merger, signing the
Certificate of Merger (Form OBE MERGER-1) constitutes an affirmation under penalty of perjury that the facts
stated in the document are true. (Section 15902.08(b).)
• The Certificate of Merger (Form OBE MERGER-1) may be used for mergers between: (1) limited liability
companies only, in which a one or more California limited liability companies are a party to the merger; (2)
limited partnerships only, in which one or more California limited partnerships are a party to the merger; or (3)
other business entities (i.e., interspecies mergers), in which one or more California corporations, limited liability
companies, limited partnerships or partnerships are a party to the merger. [The term “other business entity” is
defined in Sections 174.5, 5063.5, 12242.5, 15911.01(k), 16901(12) and 17710.01(k).]
• It is recommended that legal counsel be consulted prior to submitting the Certificate of Merger (Form OBE
MERGER-1) to ensure that all issues are appropriately addressed.
Fees: The fee for filing the Certificate of Merger (Form OBE MERGER-1) is: (1) $150.00 for interspecies
mergers; (2) $70.00 for mergers involving only limited liability companies; and (3) $70.00 for mergers involving only
limited partnerships. A non-refundable $15.00 handling fee is applicable for processing documents
delivered in person (drop off) at the Sacramento office.
Copies: Upon filing, we will return one (1) uncertified copy of your filed document for free, and will certify the
copy upon request and payment of a $5.00 certification fee at the time of submission.
Additional Information & Filing Requirements: Please refer to the attached “Certificate of Merger - General
Information” document for additional information and requirements for filing a Certificate of Merger.
Complete the Certificate of Merger (Form OBE MERGER-1) as follows:
Items
1-8.
Item 9.
Enter the following information for the surviving entity (Items 1-4) and the disappearing entity
(Items 5-8): The exact name of the entity, the type of entity (e.g., corporation, limited liability company,
limited partnership, etc.), the entity number issued to the entity by the California Secretary of State,
if any, and the jurisdiction (state or country) under which the entity was organized. If more than
one entity is disappearing, attach additional pages with the required information.
This statement is required by statute and must not be altered. If a vote was required pursuant to the
applicable law, specify the class and the number of outstanding interests of each class entitled to vote
on the merger and the percentage vote required for each class. Attach additional pages, if necessary.
Item 10. If equity securities of a parent party are to be issued in the merger, check the applicable statement
regarding the vote of the shareholders of the parent party. Only one box may be checked.
OBE MERGER-1 INSTRUCTIONS (REV 03/2022) PAGE 1 OF 2