Merger Agreement
(Short Form) (LLC Into Corporation) (DE)

Summary

This short form merger agreement contemplates the merger of a limited liability company (LLC) with and into a corporation and is appropriate for use in corporate reorganizations or in other transactions in which the parties do not contemplate ongoing obligations beyond the merger itself. This template contains practical guidance, drafting notes, and optional clauses. Depending on the assets of both entities and the tax structure of the LLC to be merged, it may be more efficient to simply convert the LLC into a corporation. This template does not include representations and warranties, covenants or indemnification provisions, and contains only the provisions required to comply with Section 251 of the Delaware General Corporation Law (8 Del. C. §251) and Section 209 of the Delaware Limited Liability Company Act (6 Del. C. §18-209). For more comprehensive templates for private target mergers, see Agreement and Plan of Merger (Private Target) (Pro-Buyer) (DE), Agreement and Plan of Merger (Private Target) (Pro-Seller) (DE). For detailed guidance, including practice notes, checklists, clauses, and templates, see Limited Liability Companies in M&A Resource Kit (DE), M&A Provisions Resource Kit, Private Merger Transaction Resource Kit and Public Merger Transaction Resource Kit. To compare selected state laws on corporation and LLC mergers, see the Corporation: Mergers and Limited Liability Company: Mergers topics in the Corporate and M&A section of the State Law Comparison Tool.