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Merger of parent corporation and subsidiary corporation or corporations. (2) The terms and conditions of the merger shall obligate the surviving corporation to provide the agreement, and take the actions, required by § 252(d) of this title or § 258(c) of this title, as applicable.
Simply put, a dissolution is a (typically) voluntary legal closure of a business while a liquidation involves the selling of a company's assets in order to pay creditors.
If you don't file the Certificate of Cancellation, the LLC will continue to accumulate Delaware franchise tax annually. Failure to settle the tax will lead to an administrative dissolution when the franchise tax goes into arrears.
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.
The constituent corporations may merge into a single surviving corporation, which may be any 1 of the constituent corporations, or they may consolidate into a new resulting corporation formed by the consolidation, which may be a corporation of the jurisdiction of organization of any 1 of the constituent corporations, ...
A plan of dissolution is a written description of how an entity intends to dissolve, or officially and formally close the business. A plan of dissolution will include a description of how any remaining assets and liabilities will be distributed.
In Delaware, "dissolution" refers to the process of closing a corporation through the filing of a Certificate of Dissolution. Closing an LLC, on the other hand, requires "canceling" through a Certificate of Cancellation.
A plan of liquidation and dissolution that can be used for the dissolution of a Delaware corporation wholly owned by a US parent corporation when the parties intend to qualify the dissolution as a tax-free liquidation under Sections 332 and 337 of the Internal Revenue Code.