Delaware has enacted a simplified method for effecting a merger between a parent and a subsidiary—often referred to as a "short-form merger"—when the parent is a Delaware non-corporate entity (such as a general or limited partnership, or a limited liability company) and the subsidiary is a corporation in which the parent owns at least 90% of the outstanding shares of each class of stock. As is the case with short-form mergers involving corporations, a short-form merger involving a non-corporate entity does not require a merger agreement, only a certificate of ownership and merger needs to be filed with the Delaware Secretary of State, or a vote of the subsidiary's stockholders. Delaware has permitted short-form mergers involving Delaware corporations for many years.
Del. Gen. Corp. Law Section 267.
