California Certificate of Merger of a Foreign Limited Partnership into a Delaware Limited Partnership

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US-P1205-7AM
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This form is a model adaptable for use in partnership matters. Adapt the form to your specific needs and fill in the information. Don't reinvent the wheel, save time and money.

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FAQ

California Code, Evidence Code - EVID § 1103 (1) Offered by the defendant to prove conduct of the victim in conformity with the character or trait of character. (2) Offered by the prosecution to rebut evidence adduced by the defendant under paragraph (1).

If equity securities of a parent of a constituent corporation are to be issued in the merger, the officers' certificate of that constituent corporation shall state either that no vote of the shareholders of the parent was required or that the required vote was obtained.

Effective January 1, 2023, California Corporations Code Section 119 allows for corporate ratification and judicial validation of noncompliant corporate actions similar to Delaware General Corporation Law Sections 204 and 205, and Nevada's Revised Statutes Section 78.0296.

One or more corporations of Delaware can consolidate or merge with one or more limited liability companies in the state of Delaware or elsewhere in the United States.

Section 1103 - Construction to promote purposes and policies; applicability of supplemental principles of law (a) This code shall be liberally construed and applied to promote its underlying purposes and policies, which are: (1) to simplify, clarify, and modernize the law governing commercial transactions; (2) to ...

Code § 1103. The California General Corporation Law defines a "constituent corporation" as a corporation which is merged with or into one or more other corporations or one or more other business entities and includes a surviving corporation.

The California Corporations Code (CCC) requires the board of directors of the California Corporation as well as the Delaware subsidiary to approve the agreement of merger before you convert a California entity to a Delaware entity.

Cal. Corp. Code § 1110(a). A short-form merger is only possible if the parent owns at least 90% of the outstanding shares of each class of the subsidiary to be merged.

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California Certificate of Merger of a Foreign Limited Partnership into a Delaware Limited Partnership