To file a California Certificate of Merger, submit the completed form through the Secretary of State’s bizfileOnline portal, by mail to the Business Programs Division in Sacramento, or in person at the Sacramento office. The filing fee is $70 when the merger is exclusively between LLCs or exclusively between limited partnerships, and $150 for every other combination.1California Secretary of State. Business Entities Fee Schedule The merger takes effect the moment the Secretary of State accepts the filing, unless the certificate names a later effective date.
What the Certificate Must Contain
The Certificate of Merger has to identify each merging entity by name and entity type, name the surviving entity, and confirm that each entity approved the merger in compliance with the laws governing its structure.2California Secretary of State. Certificate of Merger Form OBE MERG
When the surviving entity is an LLC, a limited partnership, or a general partnership, the certificate must also list any changes the merger makes to that entity’s articles of organization, certificate of limited partnership, or statement of partnership authority. For a surviving corporation, any amendments to the articles of incorporation belong in the merger agreement itself rather than on the certificate.
You cannot use the certificate to carve out liabilities. By operation of law, the surviving entity inherits every debt, obligation, and legal claim of each disappearing entity the moment the merger takes effect, and pending lawsuits continue against the survivor as if it had always been the defendant.3California Legislative Information. California Corporations Code 1107
Signatures
Each merging entity must sign through its own authorized representatives, not just the survivor. Corporations need signatures from the president and the secretary.2California Secretary of State. Certificate of Merger Form OBE MERG LLCs need a manager or an authorized member to sign. Partnerships need at least one general partner. If the merger moves real property, you may need notarized acknowledgments to record the transfer with the county; California caps the notary fee at $15 per signature.
Approvals You Need Before Filing
Signing the certificate is the last step. Each merging entity has to secure its own internal approvals first, and the certificate attests that it did.
For a corporation, the board of directors approves the merger agreement, then the principal terms go to shareholders.4California Legislative Information. California Corporations Code Section 1101 A standard corporation generally needs majority approval; a close corporation needs at least two-thirds of each class of outstanding shares. A parent that already owns at least 90% of every class of a subsidiary’s stock can use a short-form merger that skips the shareholder vote, with only a board resolution required.
For an LLC, the merger needs approval from all managers and a majority of each membership class, unless the operating agreement sets a higher threshold.5California Legislative Information. California Code 17710.12 The operating agreement can raise the bar but cannot lower it. When a foreign LLC is involved, the surviving entity must also satisfy that LLC’s home-state merger law, which usually means a parallel filing there.6California Legislative Information. California Code 17710.17
Limited partnership mergers need every general partner plus a majority in interest of each class of limited partners.7California Legislative Information. California Corporations Code 15911.12 If the merger would make limited partners personally liable for partnership debts, every limited partner must consent unless the agreement gives them dissenters’ rights. General partnerships typically require unanimous consent unless the partnership agreement says otherwise. A limited liability partnership registered with the Franchise Tax Board may also need tax clearance before the merger becomes effective.8Cornell Law School. Cal. Code Regs. Tit. 18, Section 23334 – Tax Clearance Certificate
California permits mergers across entity types, so a corporation can merge with an LLC, a limited partnership can merge into a corporation, and so on. Each entity still has to clear its own approval rules.
Filing Fees
The base fee is $150. The reduced $70 fee applies only when every merging entity is an LLC, or every merging entity is a limited partnership.1California Secretary of State. Business Entities Fee Schedule Any interspecies merger uses the $150 fee.
Expedited processing is available at three tiers on top of the filing fee:9California Secretary of State. Service Options
- 24-hour service: $350, available online or by Sacramento drop-off
- Same-day service: $750, document must arrive by 9:30 a.m. with a response by 4:00 p.m.
- 4-hour service: $500, Sacramento drop-off only, document must be precleared and approved
In-person and drop-off filings also carry a $15 special handling fee per transaction. Do not include that fee if you are mailing the certificate.2California Secretary of State. Certificate of Merger Form OBE MERG A merger involving a foreign entity will also incur filing fees in that entity’s home state.
The Three Filing Methods
Online Through bizfileOnline
The fastest route for most filers is bizfileOnline at bizfileOnline.sos.ca.gov. You first set up an account and claim access to the entity’s online record, after which the merger filing option appears in the portal.10California Secretary of State. bizfile Online Account Setup and User Access Guide Online submissions qualify for the 24-hour and same-day expedited tiers.
By Mail
Mail filings go to the Business Programs Division, P.O. Box 944260, Sacramento, CA 94244-2600. Use a trackable service, because mailed submissions are not eligible for any expedited tier. Standard processing time shifts with filing volume; as of early 2026, mailed merger filings were running roughly five to ten business days.11California Secretary of State. Current Processing Dates
In Person in Sacramento
Walking the document into the Sacramento office is the only way to use the 4-hour expedited service, and the document must be precleared first. Third-party filing services can handle submission and catch formatting problems before a rejection, which is often worth considering for interspecies mergers where the paperwork is more complex.
When the Merger Becomes Effective
A merger generally takes effect the moment the Secretary of State files the certificate. At that instant, the disappearing entities cease to exist and the surviving entity assumes all their rights, property, debts, and obligations. You can push the effective date forward by stating a future date or time in the certificate itself, which is useful for aligning with a tax year or a waiting period. If you include a future date, the merger does not take effect until that date arrives, even though the filing is already complete.
Fixing a Mistake After You File
If you catch a clerical error in a filed Certificate of Merger, the surviving corporation (not any of the disappearing entities) can file a Certificate of Correction under Corporations Code sections 109, 173, and 193. The correction identifies the wrong provision and restates it as corrected.12California Secretary of State. Certificate of Correction Form CORR-CORP
A correction handles typos, wrong addresses, and similar clerical slips. It does not reach substantive changes such as renaming the surviving entity, altering how ownership interests convert, or shifting liability assumptions. Those require a new merger agreement, fresh approvals from shareholders or members, and a new filing.
What Filing the Certificate Does Not Handle
A filed certificate closes the state corporate record. It does not update anything else, and several of those updates have their own deadlines.
The surviving corporation keeps its existing EIN, but if the merger creates an entirely new corporation rather than one entity absorbing the others, the new entity must apply for a new EIN.13Internal Revenue Service. When to Get a New EIN Any change in the responsible party must be reported to the IRS on Form 8822-B within 60 days.14Internal Revenue Service. Form 8822-B, Change of Address or Responsible Party The Franchise Tax Board needs notice for income and franchise tax purposes, and a name or address change should also go to the California Department of Tax and Fee Administration on Form CDTFA-345 to update sales tax permits and other fee accounts.15California Department of Tax and Fee Administration. CDTFA-345-WEB, Notice of Business Change
Professional licensing boards, industry regulators, patent and trademark records, and federal contracting officers all require separate notification. If any merging entity holds federal government contracts, the surviving entity usually needs a novation agreement before the government recognizes it as the contractor.16eCFR. 48 CFR Section 42.1204 – Applicability of Novation Agreements And mergers with a transaction value above $133.9 million for 2026 trigger mandatory premerger notification to the FTC and DOJ under the Hart-Scott-Rodino Act, with a waiting period before closing and daily civil penalties for noncompliance.17Federal Trade Commission. New HSR Thresholds and Filing Fees for 2026 The HSR thresholds adjust each February, so use the figures in effect on your closing date.
Contracts the surviving entity now holds by operation of law still have their own notice and consent provisions. Leases, loan covenants, and vendor agreements often require you to tell the counterparty about the merger even though the obligation transferred automatically.