A company may change its Certificate of Incorporation/Formation from time to time to change the name and address of its designated address for the New York Secretary of State to mail service of process, change its county location, or make, revoke or change the designation of a registered agent/office by filing a Certificate of Change.
A Certificate of Merger is a legal document that is required in most states. The Certificate recites the terms of the deal between the companies and specifically describes the transaction and its effects on the debts, liabilities, properties and rights of the combined company. The Certificate is then placed on file, generally with the Secretary of State for the acquired company’s state of business so that investors and creditors alike are informed of the change to the company’s organization. The surviving company in a merger is the company who takes over the rights and responsibilities of the firms that undergo the merger. After the transaction, the acquired (target) company ceases to exist, and only the surviving company – with the combined rights and responsibilities of the two firms – continues to exist.