Entity Conversion Checklist (DE)

by Practical Law Corporate & Securities

A Checklist that summarizes the necessary steps under Delaware law for an entity to change its organizational structure. This Checklist outlines the process for converting into a Delaware corporation, limited liability company (LLC), limited partnership (LP), or general partnership (GP), as well as converting from a Delaware entity into a foreign entity. It details the statutory requirements and corporate formalities involved in an entity conversion, referencing key provisions of the Delaware General Corporation Law (DGCL), the Delaware Limited Liability Company Act (DLLCA), the Delaware Revised Uniform Limited Partnership Act (DRULPA), and the Delaware Revised Uniform Partnership Act (DRUPA). This Checklist addresses crucial considerations such as the required board, stockholder, member, or partner consents and the necessary filings with the Delaware Secretary of State, including the certificate of conversion.