Certificate of Ownership — Short Form Merger
(CA)

Summary

This Certificate of Ownership template is used for a short-form merger, and must be filed with the California Secretary of State to perfect the merger of a subsidiary corporation into the parent when the parent owns 100% of the outstanding shares of the subsidiary. The certificate of ownership is filed pursuant to California Corporations Code section 1110, and identifies the officers of the surviving corporation, confirms that the surviving corporation owns 100% of the disappearing corporation, and that the board of directors of the surviving corporation resolved to approve the merger. Two or more subsidiary corporations can be merged using a single certificate of ownership by adding appropriate statements in the certificate. While California Corporations Code section 1110 also allows a merger of a parent corporation into its subsidiary corporation and allows a merger where the parent corporation owns less than 100%, but at least 90% of the outstanding shares of each class, the statutory requirements for the filing are more complex.