Laws, c. 74, 5.; Disclaimer: These codes may not be the most recent version. (m)On application by or for a member or manager associated with a series established in accordance with subsection (b) of this section, the Court of Chancery may decree termination of such series whenever it is not reasonably practicable to carry on the business of the series in conformity with a limited liability company agreement. The Division of Corporations provides these forms as a general guide. A certificate of merger that sets forth any amendment in accordance with paragraph (c)(4) of this section shall be deemed to be an amendment to the certificate of formation of the limited liability company, and the limited liability company shall not be required to take any further action to amend its certificate of formation under 18-202 of this title with respect to such amendments set forth in the certificate of merger. Laws, c. 275, 9; 76 Del. Gross Receipts Tax The persons winding up the affairs of a series may, in the name of the limited liability company and for and on behalf of the limited liability company and such series, take all actions with respect to the series as are permitted under 18-803(b) of this title. The termination of a series established in accordance with subsection (b) of this section shall not affect the limitation on liabilities of such series provided by subsection (b) of this section. (g)Prior to the filing of a certificate of limited liability company domestication with the Office of the Secretary of State, the domestication shall be approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the non-United States entity and the conduct of its business or by applicable non-Delaware law, as appropriate, and a limited liability company agreement shall be approved by the same authorization required to approve the domestication. Any such series may have separate rights, powers or duties with respect to specified property or obligations of the limited liability company or profits and losses associated with specified property or obligations, and any such series may have a separate business purpose or investment objective. (c)Except in the case of a merger under subsection (i) of this section, if a domestic limited liability company is merging or consolidating under this section, the domestic limited liability company or other business entity surviving or resulting in or from the merger or consolidation shall file a certificate of merger or consolidation executed by 1 or more authorized persons on behalf of the domestic limited liability company when it is the surviving or resulting entity in the office of the Secretary of State. Laws, c. 95, 7; 78 Del. Laws, c. 77, 13.; 18-212 Domestication of non-United States entities. (8)If the surviving or resulting entity is not a domestic limited liability company, or a corporation, partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)) or statutory trust organized under the laws of the State of Delaware, a statement that such surviving or resulting other business entity agrees that it may be served with process in the State of Delaware in any action, suit or proceeding for the enforcement of any obligation of any domestic limited liability company which is to merge or consolidate, irrevocably appointing the Secretary of State as its agent to accept service of process in any such action, suit or proceeding and specifying the address to which a copy of such process shall be mailed to it by the Secretary of State. (j)In connection with a domestication hereunder, rights or securities of, or interests in, the non-United States entity that is to be domesticated as a domestic limited liability company may be exchanged for or converted into cash, property, rights or securities of, or interests in, such domestic limited liability company or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, another domestic limited liability company or other entity, may remain outstanding or may be canceled. Locations Directory Elected Officials Certificate of limited partnership. If your document is more than 1 page, please include $9.00 for each additional page. A limited liability company agreement may provide that any member or class or group of members associated with a series shall have no voting rights. (2)A certificate of formation that complies with 18-201 of this title and has been executed by 1 or more authorized persons in accordance with 18-204 of this title. (d)Upon the filing in the office of the Secretary of State of the certificate of conversion to limited liability company and the certificate of formation or upon the future effective date or time of the certificate of conversion to limited liability company and the certificate of formation, the other entity shall be converted into a domestic limited liability company and the limited liability company shall thereafter be subject to all of the provisions of this chapter, except that notwithstanding 18-201 of this title, the existence of the limited liability company shall be deemed to have commenced on the date the other entity commenced its existence in the jurisdiction in which the other entity was first created, formed, incorporated or otherwise came into being. 70 Del. A certificate of merger that sets forth any amendment in accordance with paragraph (c)(4) of this section shall be deemed to be an amendment to the certificate of formation of the limited liability company, and the limited liability company shall not be required to take any further action to amend its certificate of formation under 18-202 of . Such letter shall enclose a copy of the process and any other papers served on the Secretary of State pursuant to this subsection. Unless otherwise agreed, a merger or consolidation of a domestic limited liability company, including a domestic limited liability company which is not the surviving or resulting entity in the merger or consolidation, shall not require such domestic limited liability company to wind up its affairs under 18-803 of this title or pay its liabilities and distribute its assets under 18-804 of this title, and the merger or consolidation shall not constitute a dissolution of such limited liability company. Whenever this section requires the filing of a certificate of merger or consolidation, such requirement shall be deemed satisfied by the filing of an agreement of merger or consolidation containing the information required by this section to be set forth in the certificate of merger or consolidation. If you're considering merging your Delaware LLC, there are a few things you should know. Filing Cover Memo Complete and submit with document: Formation LLC Registered Series Formation This entity did not survive the merger but was merged into another entity. To be eligible the Delaware LLC merger must receive approval from the majority of its members who hold greater than 50% profit of the business. The name of each constituent company is [COMPANY NAME], a Delaware limited . (c)The certificate of limited liability company domestication shall state: (1)The date on which and jurisdiction where the non-United States entity was first formed, incorporated, created or otherwise came into being; (2)The name of the non-United States entity immediately prior to the filing of the certificate of limited liability company domestication; (3)The name of the limited liability company as set forth in the certificate of formation filed in accordance with subsection (b) of this section; (4)The future effective date or time (which shall be a date or time certain) of the domestication as a limited liability company if it is not to be effective upon the filing of the certificate of limited liability company domestication and the certificate of formation; (5)The jurisdiction that constituted the seat, siege social, or principal place of business or central administration of the non-United States entity, or any other equivalent thereto under applicable law, immediately prior to the filing of the certificate of limited liability company domestication; and. A statement of qualification shall be canceled upon the dissolution and the completion of winding up of the limited liability partnership, or as provided in 15-111(d) or 15-111(i)(4) of this title, or upon the filing of a certificate of merger or consolidation or a certificate of ownership and merger if the limited liability partnership . When one business purchases another, a Delaware certificate of merger must be filed to formalize their combination and commence business operations as one entity. Delaware LLC Merger: Requirements, Advantages & Certificate of Merger The Division works closely with the registered agents that provide incorporating services and we encourage the users of this web page to contact one of the registered agents for additional information. (b) If the surviving corporation is a Delaware corporation, it may change its corporate name by the inclusion of a provision to that effect in the resolution of merger adopted by the directors of the parent corporation and set forth in the certificate of ownership and merger, and upon the effective date of the merger, the name of the . Social Media, Built by the Government Information Center (a) A certificate of formation shall be canceled upon the dissolution and the completion of winding up of a limited liability company, or as provided in 18-104(d) or (i)(4) or 18-1108 of this title, or upon the filing of a certificate of merger or consolidation or a certificate of ownership and merger if the limited liability company is not the surviving or resulting entity in a merger . (d)Unless a future effective date or time is provided in a certificate of merger or consolidation, or in the case of a merger under subsection (i) of this section in a certificate of ownership and merger, in which event a merger or consolidation shall be effective at any such future effective date or time, a merger or consolidation shall be effective upon the filing in the office of the Secretary of State of a certificate of merger or consolidation or a certificate of ownership and merger. Forum Merger IV Corporation Announces Extension of Deadline - GlobeNewswire Withholding Tax (a)Upon compliance with this section, a domestic limited liability company may convert to a corporation, a statutory trust, a business trust, an association, a real estate investment trust, a common-law trust or any other unincorporated business or entity, including a partnership (whether general (including a limited liability partnership) or limited (including a limited liability limited partnership)) or a foreign limited liability company. Laws, c. 389, 10; 73 Del. Please note the following abbreviations: DE = Delaware, LP = Limited Partnership, LLC = Limited Liability Company, LLP = Limited Liability Partnership, Corp = Corporation. Laws, c. 105, 20, 21; 77 Del. i, harriet smith windsor, secretary of state of the state of delaware, do hereby certify the attached is a true and correct copy of the certificate of merger, which merges: Delaware law requires every business entity to maintain a registered agent in Delaware. The certificate of limited partnership shall be filed in the Office of the Secretary of State and set forth: (1) The name of the limited partnership; The manager of the series shall also hold the offices and have the responsibilities accorded to the manager as set forth in a limited liability company agreement. Laws, c. 75, 16, 17; 71 Del. You already receive all suggested Justia Opinion Summary Newsletters. Laws, c. 58, 3-5; 77 Del. Laws, c. 275, 8; 75 Del. Mail delivery times may vary due to the postal service provider. Exhibit - SEC.gov Voting & Elections Laws, c. 270, 3; 79 Del. Subchapter IX. As used in this section and in 18-210 and 18-301 of this title, "plan of merger'' means a writing approved by a domestic limited liability company, in the form of resolutions or otherwise, that states the terms and conditions of a merger under subsection (i) of this section. Laws, c. 95, 6; 79 Del. Laws, c. 317, 25, 26; 76 Del. PDF HB267 ENROLLED - legislature.state.al.us State Employees 251. exhibit 3.4. delaware. Enter to open, tab to navigate, enter to select, Practical Law Standard Document 1-381-3255, https://content.next.westlaw.com/practical-law/document/I21063f7eef0811e28578f7ccc38dcbee/Certificate-of-Merger-DE-LLCs?viewType=FullText&transitionType=Default&contextData=(sc.Default). The fee to file the Certificate is a $239.00. Sign up for our free summaries and get the latest delivered directly to you. Delaware Revised Uniform Partnership Act. Except as otherwise provided in a limited liability company agreement, any event under this chapter or a limited liability company agreement that causes a member to cease to be associated with a series shall not, in itself, cause such member to cease to be associated with any other series or terminate the continued membership of a member in the limited liability company or cause the termination of the series, regardless of whether such member was the last remaining member associated with such series. The certificate of transfer or the certificate of transfer and domestic continuance shall state: (1)The name of the limited liability company and, if it has been changed, the name under which its certificate of formation was originally filed; (2)The date of the filing of its original certificate of formation with the Secretary of State; (3)The jurisdiction to which the limited liability company shall be transferred or in which it shall be domesticated or continued and the name of the entity or business form formed, incorporated, created or that otherwise comes into being as a consequence of the transfer of the limited liability company to, or its domestication or continuance in, such foreign jurisdiction; (4)The future effective date or time (which shall be a date or time certain) of the transfer to or domestication or continuance in the jurisdiction specified in paragraph (b)(3) of this section if it is not to be effective upon the filing of the certificate of transfer or the certificate of transfer and domestic continuance; (5)That the transfer or domestication or continuance of the limited liability company has been approved in accordance with this section; (6)In the case of a certificate of transfer, (i) that the existence of the limited liability company as a limited liability company of the State of Delaware shall cease when the certificate of transfer becomes effective, and (ii) the agreement of the limited liability company that it may be served with process in the State of Delaware in any action, suit or proceeding for enforcement of any obligation of the limited liability company arising while it was a limited liability company of the State of Delaware, and that it irrevocably appoints the Secretary of State as its agent to accept service of process in any such action, suit or proceeding; (7)The address (which may not be that of the limited liability company's registered agent without the written consent of the limited liability company's registered agent, such consent to be filed with the certificate of transfer) to which a copy of the process referred to in paragraph (b)(6) of this section shall be mailed to it by the Secretary of State. Certificate of Merger (DE): Corporations | Practical Law Laws, c. 360, 8; 71 Del. 2016 Delaware Code :: US Codes and Statutes - Justia Law Laws, c. 329, 27, 28; 74 Del. These forms pass the Adobe Accessibility Standard, 508 Federal Standards and WCG Guidelines. (k)Subject to 18-801 of this title, except to the extent otherwise provided in the limited liability company agreement, a series may be terminated and its affairs wound up without causing the dissolution of the limited liability company. Notice in a certificate of formation of the limitation on liabilities of a series as referenced in this subsection shall be sufficient for all purposes of this subsection whether or not the limited liability company has established any series when such notice is included in the certificate of formation, and there shall be no requirement that any specific series of the limited liability company be referenced in such notice. Unless otherwise agreed, the transfer or domestication or continuance of a limited liability company out of the State of Delaware in accordance with this section shall not require such limited liability company to wind up its affairs under 18-803 of this title or pay its liabilities and distribute its assets under 18-804 of this title and shall not be deemed to constitute a dissolution of such limited liability company. Each of the certificates required by this subsection (b) shall be filed simultaneously in the office of the Secretary of State and, if such certificates are not to become effective upon their filing as permitted by 18-206(b) of this title, then each such certificate shall provide for the same effective date or time in accordance with 18-206(b) of this title. (f)An agreement of merger or consolidation or a plan of merger approved in accordance with subsection (b) of this section may: (1)Effect any amendment to the limited liability company agreement; or. Corporate Forms and Certificates for a Limited Liability Company - Delaware The Secretary of State shall not be required to retain such information longer than 5 years from receipt of the service of process. Process may be served upon the Secretary of State under paragraph (e)(6) of this section by means of electronic transmission but only as prescribed by the Secretary of State. If a domestic limited liability company is causing a merger under this subsection, the domestic limited liability company shall file a certificate of ownership and merger executed by 1 or more authorized persons on behalf of the domestic limited liability company in the office of the Secretary of State. This Standard Document has integrated notes with important explanations and drafting tips. State of Delaware - Field Descriptions Conversion of certain entities to a domestic partnership. Certificate of formation. Laws, c. 260, 12, 13; 70 Del. 253. Merger of parent corporation and subsidiary or subsidiaries. The rights, privileges, powers and interests in property of the other entity, as well as the debts, liabilities and duties of the other entity, shall not be deemed, as a consequence of the conversion, to have been transferred to the domestic limited liability company to which such other entity has converted for any purpose of the laws of the State of Delaware. Complete and submit with document (a) In order to form a limited liability company, 1 or more authorized persons must execute a certificate of formation. Laws, c. 74, 2.; 18-213 Transfer or continuance of domestic limited liability companies. Certificate of Ownership Parent Survives Laws, c. 77, 19-23; 71 Del. If your document is more than 1 page, please include $9.00 for each additional page. Delaware Code Online Laws, c. 270, 5; 79 Del. Foreign LLC into DE LLC (a) Each certificate required by this subchapter to be filed in the office of the Secretary of State shall be executed by 1 or more authorized persons or, in the case of a certificate of conversion to limited liability company or certificate of limited liability company domestication, by any person authorized to execute such certificate on behal. Delaware Code Online Laws, c. 83, 11; 73 Del. Laws, c. 341, 9, 10; 72 Del. (f)In connection with a transfer or domestication or continuance of a domestic limited liability company to or in another jurisdiction pursuant to subsection (a) of this section, rights or securities of, or interests in, such limited liability company may be exchanged for or converted into cash, property, rights or securities of, or interests in, the entity or business form in which the limited liability company will exist in such other jurisdiction as a consequence of the transfer or domestication or continuance or, in addition to or in lieu thereof, may be exchanged for or converted into cash, property, rights or securities of, or interests in, another entity or business form, may remain outstanding or may be canceled. Laws, c. 105, 15-18; 77 Del. Laws, c. 260, 14; 73 Del. This can be done for a variety of reasons, such as to streamline operations, consolidate assets, or reduce costs. Delaware Division of Corporations Corporate Forms and Certificates for a Limited Liability Company Listen To download a form you must use a PDF reader. The fee to file the Certificate of Merger is a minimum of $200.00. MMXXIII Delaware.gov, Adoption of Transparency and Sustainability Standards, DE Corp into DE Corp Agreement of Merger, DE Corp into Foreign Corp Agreement of Merger, Certificate of Ownership Parent Survives, Certificate of Ownership Subsidiary Survives Section 253, Certificate of Ownership Subsidiary Survives Section 253b. Certificate of Ownership Subsidiary Survives Section 253, Filing Cover Memo Laws, c. 105, 22-28; 78 Del. (a)A limited liability company agreement may establish or provide for the establishment of 1 or more designated series of members, managers, limited liability company interests or assets. (i)When a non-United States entity has become domesticated as a limited liability company pursuant to this section, for all purposes of the laws of the State of Delaware, the limited liability company shall be deemed to be the same entity as the domesticating non-United States entity and the domestication shall constitute a continuation of the existence of the domesticating non-United States entity in the form of a domestic limited liability company. Laws, c. 389, 19, 20; 73 Del. The certificate of ownership and merger shall certify that such merger was authorized in accordance with the domestic limited liability company's limited liability company agreement and this chapter, and if the domestic limited liability company shall not own all the outstanding stock of all the corporations that are parties to the merger, shall state the terms and conditions of the merger, including the securities, cash, property, or rights to be issued, paid, delivered or granted by the surviving domestic limited liability company or corporation upon surrender of each share of the corporation or corporations not owned by the domestic limited liability company, or the cancellation of some or all of such shares. General Assembly The persons winding up the affairs of a series shall provide for the claims and obligations of the series and distribute the assets of the series as provided in 18-804 of this title, which section shall apply to the winding up and distribution of assets of a series. Complete and submit with document Laws, c. 387, 6, 7; 78 Del. Laws, c. 77, 14; 72 Del. (h)Prior to filing a certificate of conversion to limited liability company with the office of the Secretary of State, the conversion shall be approved in the manner provided for by the document, instrument, agreement or other writing, as the case may be, governing the internal affairs of the other entity and the conduct of its business or by applicable law, as appropriate and a limited liability company agreement shall be approved by the same authorization required to approve the conversion.
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