A Delaware Certificate of Ownership and Merger — Parent Into Subsidiary is a legal document used in the state of Delaware to effect a merger where a parent corporation merges into a subsidiary. It is filed with the Delaware Secretary of State, and the merger is effective upon filing. The document contains the name and mailing address of the parent corporation, the name of the subsidiary, the date of the merger, and the name of the surviving corporation. It also contains a statement of the purpose of the merger, and a statement that the merger has been approved by the Board of Directors of the parent corporation. There are two types of Delaware Certificate of Ownership and Merger — Parent Into Subsidiary: Short Form, and Long Form. The Short Form is the most commonly used and is used to effect a merger between two corporations that are already organized under the laws of Delaware. The Long Form is used to effect a merger between a parent and subsidiary that are not incorporated in Delaware. In this case, the Long Form contains additional information such as the incorporation date and jurisdiction of incorporation of the parent and subsidiary, and the address of the registered office for the surviving corporation.
Delaware Certificate of Ownership And Merger - Parent Into Subsidiary
Description
How to fill out Delaware Certificate Of Ownership And Merger - Parent Into Subsidiary?
Dealing with official paperwork requires attention, accuracy, and using well-drafted templates. US Legal Forms has been helping people countrywide do just that for 25 years, so when you pick your Delaware Certificate of Ownership And Merger - Parent Into Subsidiary template from our service, you can be certain it meets federal and state regulations.
Working with our service is straightforward and fast. To get the necessary paperwork, all you’ll need is an account with a valid subscription. Here’s a brief guide for you to obtain your Delaware Certificate of Ownership And Merger - Parent Into Subsidiary within minutes:
- Make sure to carefully look through the form content and its correspondence with general and law requirements by previewing it or reading its description.
- Look for an alternative official blank if the previously opened one doesn’t match your situation or state regulations (the tab for that is on the top page corner).
- ​Log in to your account and save the Delaware Certificate of Ownership And Merger - Parent Into Subsidiary in the format you need. If it’s your first experience with our service, click Buy now to proceed.
- Create an account, decide on your subscription plan, and pay with your credit card or PayPal account.
- Decide in what format you want to obtain your form and click Download. Print the blank or upload it to a professional PDF editor to submit it electronically.
All documents are drafted for multi-usage, like the Delaware Certificate of Ownership And Merger - Parent Into Subsidiary you see on this page. If you need them in the future, you can fill them out without re-payment - simply open the My Forms tab in your profile and complete your document whenever you need it. Try US Legal Forms and accomplish your business and personal paperwork quickly and in total legal compliance!
Form popularity
FAQ
subsidiary downstream merger is a merger of a parent into its subsidiary. The subsidiary survives and the parent disappears.
For example, Section 265 of the Delaware General Corporation Law (?DGCL?) governs the conversion of domestic or foreign entities into Delaware corporations and Section 388 of the DGCL governs the domestication of foreign entities into Delaware corporations, subject to certain conditions.
Requirements and procedure for merging Delaware LLC The name of the surviving company. The name of the merged company. A statement that the merger was approved by relevant parties. The Agreement. The effective date of the merger. A statement that the certificate was signed on behalf of each company by an authorized person.
Delaware law provides that the affirmative vote of a majority of the outstanding shares of common stock is generally required to merge with a Delaware company (DGCL, § 251).
Conducting a Merger in Delaware Pre-clear your certificate of merger.Obtain a good standing certificate.Make franchise tax payments.Conduct due diligence on legal issues.Assign process for business licenses and confirm status.File the certificate of merger.Obtain a certified copy.
A statement that the Agreement of Merger will be provided to any stockholder of any constituent corporation or any partner of any constituent limited partnerships. Execution Block - The document must be signed by an Authorized Officer of the surviving Delaware corporation.
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.
Also known as a medium-form merger or a Section 251(h) merger, an intermediate-form merger is a special type of merger permitted by Section 251(h) of the Delaware General Corporation Law (DGCL) for Delaware corporations that allows a buyer in a tender offer to complete a back-end merger without stockholder approval (