The Tennessee Certificate of Merger of a Foreign Limited Partnership into a Delaware Limited Partnership is a legal document used to facilitate the merger of a foreign limited partnership registered in Tennessee with a Delaware limited partnership. This process allows for the consolidation of two separate entities into one cohesive and unified business structure. When filing the Certificate of Merger, several important details must be included to ensure compliance with both Tennessee and Delaware laws. These details may include but are not limited to: 1. Names and addresses of the merging entities: The full and accurate legal names and business addresses of both the foreign limited partnership registered in Tennessee and the Delaware limited partnership. 2. Effective date of the merger: The date upon which the merger agreement will take effect. This signifies the formal consolidation of the two partnerships. 3. Terms and conditions of the merger: A comprehensive explanation of the terms, conditions, and provisions of the merger, outlining how the assets, liabilities, and operations of the merging partnerships will be transferred and integrated. 4. Consent and authorization: A statement affirming that the merger has been approved and authorized by the governing bodies of both partnerships, along with any required shareholder or partner consent. 5. Execution: The signatures of the general partners or authorized representatives of each partnering entity, attesting their agreement to the terms and conditions stated in the Certificate of Merger. Tennessee may have different types of Certificates of Merger depending on specific circumstances. Some possible variations include: 1. Tennessee Certificate of Merger of a Foreign Limited Partnership into a Delaware Limited Partnership — Nonprofit: Used when a nonprofit foreign limited partnership wishes to merge with a Delaware nonprofit limited partnership. 2. Tennessee Certificate of Merger of a Foreign Limited Partnership into a Delaware Limited Partnership — Statutory Compliance: Required when the merger includes specific compliance requirements mandated by Tennessee or Delaware statutes. 3. Tennessee Certificate of Merger of a Foreign Limited Partnership into a Delaware Limited Partnership — Cross-Border Merger: Applicable when the merger involves a foreign limited partnership from a country other than the United States merging with a Delaware limited partnership. It is crucial to consult with legal professionals and refer to the specific regulations and requirements outlined by the Tennessee Secretary of State and the Delaware Division of Corporations when preparing the Certificate of Merger. Having accurate and well-drafted documentation will ensure a smooth and legal consolidation of the partnerships.