Certificate of Ownership and Merger by Parent Company

This document certifies that a parent company has acquired ownership of a subsidiary and is merging the subsidiary into itself. The certificate is typically filed with the relevant state authority to legally effect the merger. The parent company assumes all assets and liabilities of the subsidiary, and the subsidiary ceases to exist as a separate entity upon completion of the merger. This process is often used for internal corporate restructuring and does not require shareholder approval if the parent owns all shares of the subsidiary.