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Fill ioForm-624General-InformationFillable Form 624General Information: (Certificate of Merger

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The document provides instructions for completing Form 623, a Parent-Subsidiary Certificate of Merger, which is used to legally merge a parent organization with its subsidiary. It outlines the statutory requirements under the Texas Business Organizations Code, including conditions for merger approval, necessary documentation, and filing procedures. The form must include details about the organizations involved, resolutions of merger, tax compliance certificates, and execution by authorized representatives.

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Versions	Form popularity	Fillable & printable
2015	4.8 Satisfied (142 Votes)
2011	4 Satisfied (41 Votes)

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Who signs the certificate of merger in Delaware?

A statement that the Agreement of Merger will be provided to any stockholder of any constituent corporation or any partner of any constituent limited partnerships. Execution Block - The document must be signed by an Authorized Officer of the surviving Delaware corporation.

What are the requirements for a short form merger in Delaware?

Short-Form Mergers Under Delaware Law Under the law, a parent corporation can merge with a subsidiary corporation without going through certain formalities. To do so, the parent corporation must own at least 90% of the outstanding shares of each class of the stock of the subsidiary corporation.

What is a merger certificate?

Also known as articles of merger. A certificate evidencing the merger of two or more entities into one entity.

Is a Certificate of Formation the same as articles of organization in Delaware?

A Delaware LLC is created by filing a Certificate of Formation with the Secretary of State. (Note that this document is sometimes referred to as Articles of Organization in other states.) Delaware does not require that the names and addresses of members or managers be disclosed in the LLCs Certificate of Formation.