Certificate of Merger for Domestic and Foreign Limited Liability Companies

• Section 1003 of the New York State Limited Liability Company Law permits the merger or consolidation of limited liability companies with other limited liability companies and/or other business entities.

• As defined by Section 1001 of the New York State Limited Liability Company Law, "merger" means a procedure in which two or more limited liability companies or other business entities merge into a single limited liability company or other business entity that shall be one of the constituent limited liability companies or other business entities.

• As defined by Section 1001 of the New York State Limited Liability Company Law, "consolidation" means a procedure in which two or more limited liability companies or other business entities consolidate into a single limited liability company or other business entity that shall be a new limited liability company or other business entity to be formed pursuant to the consolidation.

• For statutory provisions: Limited Liability Company Law §1003

• Complete and file the appropriate certificate of merger with the Department of State:
  • Fillable Certificate of Merger Form (Domestic Entity into a Domestic Limited Liability Company)
  • Fillable Certificate of Merger Form (Domestic Entity into a Foreign Limited Liability Company)
  • Fillable Certificate of Merger Form (Foreign Entity into a Domestic Limited Liability Company)

Please note that if the Department of State’s form does not fit your needs, you may draft your own form pursuant to the statutory provisions.

• The completed Certificate of Merger, together with the filing fee of $60, should be forwarded to:
  • New York Department of State, Division of Corporations, One Commerce Plaza, 99 Washington Avenue, Albany, NY 12231.

$60 filing fee for Certificate of Merger.

All fees must be paid by cash, check, money order, MasterCard, Visa or American Express.

• To pay for a fee using your credit card or debit card, complete and sign the Credit Card/Debit Card Authorization Form and submit it to the Division of Corporations with your request for service.
• Checks and money orders should be made payable to the “Department of State.” Please do not send cash through the mail.  All checks over $500 must be certified.

• Expedited Handling Services: (optional) The NYS Department of State's Division of Corporations offers expedited processing of time-sensitive documents. For an additional fee, the Department of State will process a document within the following time frames for the additional fee indicated; $25.00 per document for processing within 24 hours, $75.00 per document for processing within the same day, or $150.00 per document for processing within 2 hours.
• The additional, non-refundable fee for expedited processing service must be paid by a separate check or money order or indicated in the appropriate space on the Credit Card/Debit Card Authorization Form.
  • The Division of Corporations accepts MasterCard, Visa and American Express for the payment of fees. To pay for a fee using your credit card or debit card, simply complete and sign the Credit Card/Debit Card Authorization Form and submit it to the Division of Corporations with your request for service.
  • The Credit Card/Debit Card Authorization Form submitted with any request for services must specifically indicate the level of expedited service requested.

• The envelope bearing documents for filing and other requests for expedited processing services must be marked with the notation "Expedited Processing" on the envelope.

The name of a corporation, limited liability company or limited partnership involved in the merger and the date of filing with the Department of State must exactly match the records of the Department of State. This information should be verified on the Department of State’s website.