New Jersey Certificate of Merger of a Delaware Limited Partnership and a Delaware Corporation
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How to fill out Certificate Of Merger Of A Delaware Limited Partnership And A Delaware Corporation?
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FAQ
In corporate law, a merger is the absorption of one corporation into another. The surviving corporation acquires all the assets and liabilities of the corporation getting absorbed. The joining of non-corporate entities such as associations may sometimes be called a merger as well.
14A:10-1. Procedure for merger. (1) Any two or more domestic corporations, or any one or more domestic corporations and any one or more other business entities, may merge into one of such corporations or other business entities pursuant to a plan of merger approved in the manner provided in this act.
New Jersey law prohibits domestic corporations from merging/consolidating with another business entity, if authority for such merger/consolidation is not granted under the laws of the jurisdiction under which the other business entity is organized. Other business entities may participate.
In the law of real property, the merger doctrine stands for the proposition that the contract for the conveyance of property merges into the deed of conveyance; therefore, any guarantees made in the contract that are not reflected in the deed are extinguished when the deed is conveyed to the buyer of the property.
A Delaware certificate of merger for the merger of a Delaware corporation and a Delaware LLC with the Delaware LLC as the surviving company. This Standard Document has integrated notes with important explanations and drafting tips.
(b) Pursuant to an agreement of merger or consolidation, 1 or more domestic limited liability companies may merge or consolidate with or into 1 or more domestic limited liability companies or 1 or more other business entities formed or organized under the laws of the State of Delaware or any other state or the United ...
A tax clearance certificate, issued by the New Jersey Division of Taxation must be obtained and submitted with the merger/consolidation documents for each participating corporation when the surviving or resulting business is not a registered or authorized domestic or foreign business entity in New Jersey.
The doctrine of "merger" involves adjacent lots, which do not conform to the lot area or lot width requirements of the zoning code and which are held in common ownership, merging to become one zoning lot.
