The Oklahoma Certificate of Merger is a legal document that officially combines a Delaware Limited Partnership (LP) and a Delaware Corporation (Corp) into a single entity. This merger allows the LP to maintain its limited partnership status while benefiting from the corporate structure. The Certificate of Merger serves as proof of the merger and outlines the details of the transaction. It signifies the agreement between the LP and Corp, their intent to merge, and the effective date of the merger. This certificate is filed with the Oklahoma Secretary of State to ensure compliance with state regulations. The merger of a Delaware Limited Partnership and a Delaware Corporation can take various forms, depending on the desired structure and provisions. Some common types of Oklahoma Certificate of Merger include: 1. Statutory Conversion: This type of merger involves the conversion of a Delaware LP into a Delaware Corporation, resulting in a new corporate entity. It allows for a more streamlined management structure, centralized decision-making, and potential for increased capitalization. 2. Consolidation: Consolidation occurs when a Delaware LP and a Delaware Corporation combine to form a new entity altogether. The new entity assumes all rights, assets, and liabilities of the original entities and issues new stock or partnership interests to the respective holders. 3. Merger with Surviving Corporation: In this scenario, a Delaware LP merges with a Delaware Corporation, with the corporation being the surviving entity. The assets, liabilities, and operations of the LP are absorbed by the corporation, which continues to exist and operates under its structure. 4. LP Continuation as a Corporation: This type of merger allows a Delaware LP to continue its operations as a Delaware Corporation. The partnership interests are converted into corporate stock, and the LP's limited partners become shareholders in the new corporation. The Oklahoma Certificate of Merger of a Delaware Limited Partnership and a Delaware Corporation is crucial in ensuring legal compliance and facilitating a seamless transition. Companies seeking to execute such a merger should consult legal professionals familiar with Oklahoma and Delaware state laws, as well as the specific requirements for merger filings.