The combining of two or more entities under operation of state law to form a new entity. A consolidation is different than a merger because none of the original constituent entities survive, rather a new entity is created. In Delaware, the requirements for effecting a consolidation are similar to effecting a merger and include the filing of a certificate of consolidation with the Secretary of State of Delaware (see DGCL § 251). The content of the certificate of consolidation and the specific filing requirements vary from state to state, so it is important to review the statutes governing business entities in each of the states of organization of the constituent entities.

For information on mergers, see Practice Note, Private Mergers: Overview.