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Delaware Certificate of Ownership And Merger - Parent Into Subsidiary

State:
Delaware
Control #:
DE-MR-24
Format:
PDF
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Certificate of Ownership And Merger - Parent Into Subsidiary
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.

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.

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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 (

More info

Parent into Subsidiary. Subsidiary into Parent.This Standard Document has integrated notes with important explanations and drafting tips. Get full access to this document with Practical Law. The filing of this Certificate of Ownership and Merger, and thus the merger of the. (2) for an exchange, an ownership or membership interest in any filing entity is to be acquired in the interest exchange. Short Form Merger – Certificate of Ownership. A parent domestic cooperative or a subsidiary that is a domestic cooperative may complete the merger of a subsidiary as provided in this section. A parent domestic cooperative or a subsidiary that is a domestic cooperative may complete the merger of a subsidiary as provided in this section. 180 Merger of subsidiary into parent or parent into subsidiary.

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Delaware Certificate of Ownership And Merger - Parent Into Subsidiary