Connecticut General Statutes 34-33a – Merger of limited partnerships
(a) Pursuant to a plan of merger, approved in the manner provided by section 34-33c, one or more domestic limited partnerships may merge with or into any one or more domestic or foreign limited partnerships formed or organized under the laws of this state or any other state or any foreign country or other foreign jurisdiction, or any combination thereof, and the plan shall name the survivor.
Terms Used In Connecticut General Statutes 34-33a
- Certificate of limited partnership: means the certificate referred to in section 34-10 and the certificate as amended or restated. See Connecticut General Statutes 34-9
- Interests: means the proprietary interests in an other entity. See Connecticut General Statutes 34-9
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Merger: means a business combination pursuant to section 34-33a. See Connecticut General Statutes 34-9
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Plan of merger: means a plan entered into pursuant to section 34-33a. See Connecticut General Statutes 34-9
- State: means a state, territory, or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico. See Connecticut General Statutes 34-9
- Survivor: means , in a merger or consolidation, the limited partnership or other entity into which one or more other limited partnerships or other entities are merged or consolidated. See Connecticut General Statutes 34-9
(b) The plan of merger, which may be embodied in an agreement, shall set forth: (1) The name and jurisdiction of organization of each party to the merger and the name of the limited partnership which is to be the survivor; (2) the terms and conditions of the merger, including the manner and basis of converting the interests of each party to the merger into other securities, interests, obligations, rights to acquire, interests, securities, cash or other property, or any combination thereof, and which may include provision for the distribution by any merging limited partnership of cash, securities of any limited partnership or other property in lieu of, in addition to, in exchange for or upon conversion of all or part of the interests in a limited partnership which is not the survivor in the merger; (3) any changes in the certificate of limited partnership of the survivor; (4) the effective date or time, which shall be a date or time certain, of the merger if it is not to be effective upon the filing of the certificate of merger; and (5) such other provisions with respect to the merger as are deemed necessary or desirable.