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Statutory Merger Questionnaire
Statutory Merger Questionnaire
Merger of an LLC or a Corporation into an Arizona LLC
We can prepare the documents to merge an existing LLC or corporation (the Terminating Company") into an existing or newly formed LLC the ("Survivor"). The merger will be federal income tax free if both entities are taxed as either a C corp or an S corp. If we need to form a new LLC it can elect to be taxed as an S corporation if it files an IRS form 2553 with the IRS within 75 days of being formed.
Our Merger Services for $2,000
(Required)
Our services includes preparing: (i) a Merger Agreement to be signed by the Survivor and the Terminating Company, (ii) resolutions of the members or shareholders and directors of the Terminating Company authorizing the merger, (iii) resolutions of the members of the LLC authorizing the merger, (iv) Articles of Merger to be filed with the Arizona Corporation Commission, and (v) if the Terminating Company was formed outside Arizona the document that must be filed with the Secretary of State of the state in which the Terminating Company was formed.
We will prepare and file with the Arizona Corporation Commission and the ACC or the Secretary of State of the state where the terminating entity is formed all documents necessary to merge the entity to be terminated (the "Terminating Company") into the surviving LLC (the "Survivor").
Effect of the Merger
(Required)
The general rule is that a merger of a Terminating Company that has substantial assets can cause the owners of that company to incur federal income tax equal to the net value of the assets of the Terminating Company minus the owners’ tax basis in the Terminating Company. However, when both the Terminating Company and the Survivor are taxed as either C corporations or S corporations for federal income tax purposes the merger can be a federal income tax free reorganization under Section 368(a) of the Internal Revenue Code. The merger will cause the Terminating Company to cease to exist and Client will automatically become the owner of all assets of the Terminating Company and assume all of the Terminating Company’s liabilities.
Filing Fees
$85 to the Arizona Corporation Commission to file the Articles of Merger. If the Terminating Company was formed outside Arizona there will be an additional fee for the formation state's filing fee.
Effective Date of the Merger
Survivor Information
Survivor Company's Name
(Required)
Survivor's Address
(Required)
Street Address
Address Line 2
City
Arizona
Alabama
Alaska
American Samoa
Arizona
Arkansas
California
Colorado
Connecticut
Delaware
District of Columbia
Florida
Georgia
Guam
Hawaii
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Dakota
Northern Mariana Islands
Ohio
Oklahoma
Oregon
Pennsylvania
Puerto Rico
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Utah
U.S. Virgin Islands
Vermont
Virginia
Washington
West Virginia
Wisconsin
Wyoming
Armed Forces Americas
Armed Forces Europe
Armed Forces Pacific
State
ZIP Code
Name & Title of Contact Person
(Required)
Contact Person's Phone
(Required)
Contact Person's Email
(Required)
Enter Email
Confirm Email
We will send an email message with all the data entered into this questionnaire when you click on the submit icon at the end of the questionnaire.
Names & Emails of All of the Survivor's Members
Member's Name
Member's Email
Add
Remove
If there are more than two members click on the + at the right end to add another row.
Terminating Company Information
Terminating Company's Name
(Required)
Terminating Company's Formation State
(Required)
How is the Terminating Company Taxed?
(Required)
S corp
C corp
Sole proprietorship
Partnership
Warning
(Required)
If the Terminating Company is taxed as a sole proprietorship or a partnership the merger may cause the owners of the Terminated Company to pay income tax on the value of the assets transferred to the Survivor. We can still to the merger, but it will not be a federal income tax free merger. Consult with your tax advisor if the Terminating Company is taxed as a sole proprietorship or a partnership.
Is the Terminating Company's Address the Same as the Survivor?
(Required)
yes
no
Terminating Company's Address
(Required)
Street Address
Address Line 2
City
Arizona
Alabama
Alaska
American Samoa
Arizona
Arkansas
California
Colorado
Connecticut
Delaware
District of Columbia
Florida
Georgia
Guam
Hawaii
Idaho
Illinois
Indiana
Iowa
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Montana
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina
North Dakota
Northern Mariana Islands
Ohio
Oklahoma
Oregon
Pennsylvania
Puerto Rico
Rhode Island
South Carolina
South Dakota
Tennessee
Texas
Utah
U.S. Virgin Islands
Vermont
Virginia
Washington
West Virginia
Wisconsin
Wyoming
Armed Forces Americas
Armed Forces Europe
Armed Forces Pacific
State
ZIP Code
Is the Contact Person for the Terminating Company the Same as the Survivor's Contact Person?
(Required)
yes
no
Name & Title of Terminating Company's Contact Person
(Required)
Terminating Company's Contact Person's Phone
(Required)
Terminating Company's Contact Person's Email
(Required)
Enter Email
Confirm Email
Is the Terminating Company an LLC or Corporation
(Required)
LLC
Corporation
Names & Emails of All of the Terminating Company's Members
Member's Name
Member's Email
Add
Remove
If there are more than two members click on the + at the right end to add another row.
Names & Emails of All of the Terminating Company's Shareholders
Shareholder's Name
Shareholder's Email
Add
Remove
If there are more than two shareholders click on the + at the right end to add another row.
Names & Emails of All of the Terminating Company's Directors
Director's Name
Director's Email
Add
Remove
If there are more than two directors click on the + at the right end to add another row.
Who We Represent
(Required)
KEYTLaw, LLC and its attorneys are representing only the Survivor, not the Terminating Company. We advise the Terminating Company to engage another attorney to represent it in connection with the merger.
Payment Link
How to Pay $2,085
(Required)
Go to our
secure order page
to pay your merger fee with your major credit card. You may also give us your credit card information by calling our legal assistant at 480-664-7846.
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