Connecticut General Statutes 34-33b – Consolidation of limited partnerships
(a) Pursuant to a plan of consolidation, approved in the manner provided by section 34-33c, any domestic limited partnerships may consolidate with one or more 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, into a new limited partnership.
Terms Used In Connecticut General Statutes 34-33b
- 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
- Consolidation: means a business combination pursuant to section 34-33b. 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.
- 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 consolidation: means a plan entered into pursuant to section 34-33b. 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
(b) The plan of consolidation, which may be embodied in an agreement, shall set forth: (1) The name and jurisdiction of organization of each of the consolidating limited partnerships and the name and jurisdiction of organization of the new limited partnership, which name may be that of any of the consolidating limited partnerships or any other available name pursuant to this chapter; (2) the terms and conditions of the consolidation, including the manner and basis of converting the interests of each party to the consolidation into interests, securities, obligations, rights to acquire other securities, cash or other property, or any combination thereof, and which may include provision for the distribution by any consolidating 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 any consolidating limited partnership or of the new limited partnership; (3) a certificate of limited partnership complying with section 34-10; (4) the effective date or time, which shall be a date or time certain, of a consolidation if it is not to be effective upon the filing of the certificate of consolidation; and (5) such other provisions with respect to the consolidation as are deemed necessary or desirable.