Washington Certificate of Merger of a Foreign Limited Partnership into a Delaware General Partnership
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How to fill out Certificate Of Merger Of A Foreign Limited Partnership Into A Delaware General Partnership?
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FAQ
You can convert a business entity from one form to another by filing Articles of Conversion with the Secretary of State and paying the appropriate fee. Articles of Conversion will allow you to convert a Washington LLC into a Washington corporation, or vice versa.
A person who is the owner of 20% or more of the outstanding voting stock of any corporation, partnership, unincorporated association or other entity shall be presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary; Notwithstanding the foregoing, a presumption ...
The effective date of the merger; which must include the month, day and year. The date must be listed as either the date the document is received by the Division or a future date that is within 90 days of the file date.
In general, appraisal rights (a/k/a dissenters' rights) under the DGCL grant a stockholder the right to an appraisal by the Delaware Court of Chancery of the fair value of the stockholder's shares of stock upon the occurrence of a merger or other similar transaction, subject to certain provisions.
Statutory conversions involve a much simpler process than mergers. Because Delaware recognizes LLC-to-corporation conversions, it's best to use the statutory conversion process laid out in Delaware's business laws.
A Delaware LLC merger happens when business agreements combine multiple entities into one sole entity. The LLC series isn't considered a separate entity ing to Delaware state laws.
A certificate of limited partnership must be signed by all the general partners and state their names and addresses. A partnership agreement is not required to be publicly filed or recorded, and the names of the limited partners are not required to be set forth in the certificate of limited partnership.
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).
