There are many ways in which two or more nonprofits can collaborate (see La Piana Consulting’s协作地图），包括（1）合并和（2）溶出和在所讨论的资产转移Part 1本系列。这篇文章专门检测二加州非营利性公司之间的合并。

Prior to moving forward with a merger, the parties should each assess its own positions (financial, programmatic, public relations/marketing, leadership, governance, available resources); its existing relationship with the other party; the consistency of their missions and cultures; its motivations for the contemplated merger; and its knowledge and understanding of the other party and its positions. Assuming, after careful consideration of these factors, the parties are still interested in moving forward, the following steps offer a general framework for the merger process.

1. Due Diligence

尽职调查的主要目的是帮助确保合并是在公司的最佳利益，考虑到它的使命，价值观和关键利益相关者。在这种情况下合理的尽职调查，还需要满足导演的关心和忠诚信托义务。每个公司都有进行彻底调查对方公司的组织和运作，包括其治理结构，税收历史，金融，房地产，就业问题/人力资源，知识产权，合同和风险管理的责任。虽然没有固定的，必须在所有情况下，审查材料清单，每块板应该知道的相对收益，利弊，机会，以及与并购威胁，包括对方可能给交易的任何负债。看到非营利并购 - 尽职调查项目。

The most issue-laden areas tend to be real property, contracts, and employment. For example, transferring ownership of a property subject to a bank loan typically requires bank consent, which can be quite onerous. Similarly, government contracts generally cannot be transferred without obtaining the consent of the government agency and failure to get such consent could halt the merger altogether. Determining how to transition employees, specifically their compensation and benefits packages (which may not match between the two entities), HR databases, and software systems, and whether and who may be laid off, can be very costly and time consuming. Employment-related disputes are typically the number one reason why a nonprofit may find itself in court. Ascertaining whether the merging entity has any actual, pending, or threatened employment related matters is imperative. Additionally, post-merger, the surviving corporation must consider compliance with employment laws across the organization.

2. 合并/合并协议起草工作的计划

Th next step is for the two parties to begin laying out the plan of merger and document it in a merger agreement. Sometimes, any binding contracts are preceded by letters of intent or term sheets, which may identify common areas of agreement, as well as a confidentiality agreement.

在加利福尼亚州，一些非营利组织选择执行两个合并协议：（1）长的形式合并协议，详细介绍所有条款和合并的条件;（2）只含有根据国家法律所要求的规定，短形式的合并协议与国务卿备案。这种双协议策略可以帮助申请更加简单和快速通过不提供国务卿用长协议，审核，然后在其网站上公布。

简短的形式合并协议（看到从国务卿的样本here) may include just the following four summarizing provisions:

• Merging Corporation shall be merged into Surviving Corporation.
• Each membership of Merging Corporation shall be converted into one membership of Surviving Corporation.
• Merging Corporation shall from time to time, as and when requested by Surviving Corporation, execute and deliver all such documents and instruments and take all such action necessary or desirable to evidence or carry out this merger.
• The effect of the merger and the effective date of the merger are as prescribed by law.

长形式合并协议包含关键词negotiated by the parties regarding pre-merger conditions, representations and warranties (in support of the due diligence), and post-merger organization and operations. This agreement includes the often more emotionally-charged aspects of the merger such as the name of the merged (surviving) corporation, leadership and board representation, continuation of any of the merging corporation’s named programs, and how the merging corporation’s legacy will carry on.

一旦合并的合并协议，并计划最终确定，每块板必须批准它，并记录在几分钟内该批准。此外，如果任何一个实体拥有投票权的成员结构，成员也必须投票批准它。

3. 20天的通知加州总检察长

加州的非盈利性组织，完善与另一家公司合并之前，加州总检察长必须接受20天的提前通知。然而，医生建议较长的通知证明的总检察长，并在继续之前等待总检察长回应，万一有任何问题。

The California Attorney General requires the following to be included in the notice:

• 由律师或董事为公司列明拟议的行动和有关建议行动的重要事实的描述签署的信件;
• 两者合并协议（短和长形式的协议）的副本;
• 董事会通过拟议行动的董事会决议，并召开董事会反映了拟议行动的讨论会议记录的复印件;
• A copy of the corporation’s current financial statement; and
• 成立之公司的文章的当前版本的副本，和任何其他公司，它是一方提议的行动章程。

Typically, during this notice period, the corporations will begin providing notices that the merger will take place and begin obtaining the necessary consents or approvals for the transaction itself or to transfer an agreement at the closing of the merger. The officers will also sign the merger agreements.

4. 合并协议和军官证书与国务卿备案

After the notice to the Attorney General has been satisfied and the parties are ready to move forward, the final step is to file the short form merger agreement and the officers’ certificate with the California Secretary of State. Due to the sensitive timing of merger transactions, practitioners recommend pre-filing these documents with the Secretary of State for a desired date of merger, in case such documents are initially rejected by the Secretary of State.

5. Integration and Final Filings of the Merging Corporation

积分可以是合并过程中最困难的部分和一个单独的柱的主题。元素加以整合包括治理，筹资，方案，系统（包括金融，通信和信息技术），和工作人员。文化整合是并购的感知成功的关键，但它往往是不够在尽职调查阶段进行分析。

合并公司的申请最终决不能忘记。Even after the merger, information returns to the Internal Revenue Service (e.g., Form 990) and California Franchise Tax Board (e.g., Form 199) will be due for the final tax year of the merging corporation, ending on the effective date of the merger. The surviving corporation will want to have assurances in the merger agreement that the such requirements will be fulfilled post-merger, particularly if those in charge of the merging corporation’s financials and filings are not part of the surviving corporation moving forward.