A Wyoming Certificate of Merger of a Delaware Limited Partnership and a Delaware Corporation is an official documentation that outlines the process of merging a Delaware limited partnership and a Delaware corporation into one entity under the laws and regulations of the state of Wyoming. This certificate serves as evidence of the completion of the merger and is required to be filed with the Secretary of State in Wyoming. The Wyoming Certificate of Merger is an essential legal document that provides details about the merger and the resultant entity. It typically includes key information such as: 1. Identity of the Entities: The certificate starts by providing the legal names, addresses, and identification numbers of both the Delaware limited partnership and the Delaware corporation. 2. Merger Provisions: This section outlines the terms and conditions of the merger, including the effective date, approval of the merger by the partners or shareholders, and any specific provisions agreed upon by both entities. 3. Name and Structure of Resulting Entity: The certificate mentions the name and structure of the merged entity, which could be a limited partnership or a corporation, depending on the original structure of the merging entities. 4. Governing Law: It specifies that the merged entity will be governed by the laws and regulations of the state of Wyoming. 5. Assets and Liabilities: The certificate details the transfer of assets, liabilities, and obligations from the merging entities to the resulting entity. 6. Conversion of Interests: If applicable, this section explains how the interests of limited partners or shareholders in the original entities will be converted into equity or ownership interests in the resulting entity. 7. Statutory Requirements: The certificate ensures compliance with the statutory requirements of Wyoming, such as the execution and acknowledgment by authorized representatives of the merging entities. Different types of Wyoming Certificates of Merger of a Delaware Limited Partnership and a Delaware Corporation may exist depending on factors like the structure of the merger, the affected entities, or the specific provisions to be included. Some examples could be: 1. Wyoming Certificate of Merger — Delaware LP to Wyoming Corporation 2. Wyoming Certificate of Merger — Delaware Corporation to Wyoming LP 3. Wyoming Certificate of Merger — Delaware LP and Corporation to Wyoming LP 4. Wyoming Certificate of Merger — Delaware LP and Corporation to Wyoming Corporation In conclusion, a Wyoming Certificate of Merger of a Delaware Limited Partnership and a Delaware Corporation is a vital legal document that outlines the details of merging entities and the resulting entity. It ensures compliance with Wyoming state laws and serves as proof of the successful merger.