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Sec. 180.11045 and 180.1105, Wis. Stats.

State of Wisconsin DEPARTMENT OF FINANCIAL INSTITUTIONS Division of Corporate & Consumer Services

ARTICLES OF MERGER
Domestic and Foreign For-Profit Corporations
1. Non-Surviving Parties to the Merger: Corporation Name: Organized under the laws of (state or country) Does the above named non-surviving party have a fee simple ownership interest in any Wisconsin real estate? Yes No If yes, the surviving corporation is required to file a report with the Wisconsin Department of Revenue under sec. 73.14 of the Wisconsin Statutes. (See instructions.) Corporation Name: Organized under the laws of (state or country) Does the above named non-surviving party have a fee simple ownership interest in any Wisconsin real estate? Yes No If yes, the surviving corporation is required to file a report with the Wisconsin Department of Revenue under sec. 73.14 of the Wisconsin Statutes. (See instructions.) Schedule more non-surviving parties as an additional page and indicate whether the non-surviving party has a fee simple ownership interest in any Wisconsin real estate. 2. Surviving Corporation: Corporation Name: Organized under the laws of

(state or country) 3. Indicate below if the surviving corporation is an indirect wholly owned subsidiary or parent: The surviving corporation is a Domestic or Foreign Business Corporation that is an indirect wholly owned subsidiary or parent and the merger was approved in accordance with sec. 180.11045 and the requirements of sec. 180.11045(2) have been satisfied. The surviving corporation is not a Domestic or Foreign Business Corporation that is an indirect wholly owned subsidiary or parent.

FILING FEE - $150.00 DFI/CORP/2001(C06/06)

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4. The plan of merger has been approved and adopted by each corporation that is a party to the merger as required under sec. 180.1103 or 180.1104, Wis. Stats., as applicable.
5. A. The articles of incorporation of the surviving corporation are amended as follows:

OR
B. If there are no amendments, indicate the name of the corporation that is a party to the merger whose articles of incorporation will be the articles of incorporation of the surviving corporation:

6. The executed plan of merger is on file at the principal place of business of the surviving corporation. 7. The surviving corporation will provide a copy of the plan of merger, upon request and without cost, to any shareholder of a corporation that was a party to the merger or, upon payment to the surviving corporation of an amount equal to the cost of producing the copy, to any other interested person. 8. (OPTIONAL) Effective Date and Time of Merger These articles of merger, when filed, shall be effective on _ (date) at ______ (time).

(An effective date declared under this article may not be earlier than the date the document is delivered to the department for filing, nor more than 90 days after its delivery. If no effective date and time is declared, the effective date and time will be determined by sec.180.0123.

9. Executed on (date) by the surviving corporation on behalf of all parties to the merger. Mark (X) below the title of the person executing the document. Title: President OR or other officer title Secretary

______________________________________ (Signature) _____________________________________ (Printed Name)

This document was drafted by: (Name the individual who drafted the document) DFI/CORP/2001(C06/06)

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Fee simple ownership interest

Yes

No (for DFI use only)

ARTICLES OF MERGER Domestic and Foreign Business Corporations

Enter your return address within the bracket above.
Phone number during the day: ( ) _______ - _________
INSTRUCTIONS (Ref. Sec. 180.11045 and 180.1105, Wis. Stats. for document content) Submit one original and one exact copy along with the required filing fee of $150.00 to the address listed below. Make checks payable to the "Department of Financial Institutions". Filing fee is non-refundable. Sign the document manually or otherwise allowed under 180.0103(16). Mailing Address: Physical Address for Express Mail: Department of Financial Institutions Department of Financial Institutions Phone: 608-261-7577 Division of Corporate & Consumer Division of Corporate & Consumer FAX: 608-267-6813 TTY: 608-266-8818 Services Services P O Box 7846 345 W. Washington Ave ­ 3rd Fl. Madison WI 53707-7846 Madison WI 53703 NOTICE: This form may be used to accomplish a filing required or permitted by statute to be made with the department. Information requested may be used for secondary purposes. This document can be made available in alternate formats upon request to qualifying individuals with disabilities. 1. Enter the corporation name and state or country of organization of each non-surviving party to the merger. Definitions of foreign entity types are set forth in sec.180.0103 (9), Wis. Stats. Select yes or no to indicate whether the non-surviving party has a fee simple ownership interest in any Wisconsin real estate. See sec. 73.14 and 77.25, Wis. Stats., or contact the Wisconsin Department of Revenue at (608)266-1594 for questions regarding fee simple ownership interest and the filing requirements with that department. 2. Enter the corporation name (prior to any amendment to change the name) and state or country of organization of the surviving corporation. 3. Indicate whether the surviving corporation is an indirect wholly owned subsidiary or parent. See sec. 180.11045, Wis. Stats. for requirements. See sec. 180.11045(1)(b), Wis. Stats. for definition. 4. This statement is required per sec. 180.1105 (1)(cm) of the Wis. Stats. 5. A. OR B. Indicate any amendments to the articles of incorporation of the surviving corporation in section A. If there are no amendments, indicate the name of the corporation that is a party to the merger whose articles of incorporation will be the articles of incorporation of the surviving corporation in section B. 6. This statement is required per sec. 180.1105(f) of the Wis. Stats. 7. This statement is required per sec. 180.1105(g) of the Wis. Stats. 8. (Optional) If the merger is to take effect at a time other than the close of business on the day the articles of merger are delivered to the department for filing, state the effective date or date and time. An effective date may not be earlier than the date the document is delivered to the Department of Financial Institutions, nor a date more than 90 days after its delivery. 9. Enter the date of execution and the name and title of the person signing the document. If the document is executed in Wisconsin, sec. 182.01(3) provides that it shall not be filed unless the name of the person (individual) who drafted it is printed, typewritten or stamped thereon in a legible manner. If the document is not executed in Wisconsin, enter that remark.

DFI/CORP/2001(C06/06)

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