Connecticut General Statutes 34-33d – Certificate of merger or consolidation
(a) After a plan of merger or consolidation is approved pursuant to section 34-33c, the survivor shall file a certificate of merger or consolidation, as the case may be, in the following manner: (1) A certificate of merger by any merging limited partnership that is a party thereto, executed as provided in section 34-10a, shall be filed as provided in section 34-10b with respect to the survivor; (2) a certificate of consolidation by any consolidating limited partnership that is a party thereto, executed as provided in section 34-10a, shall be filed as provided in section 34-10b in respect of the new limited partnership together with an appointment of statutory agent for service as provided in section 34-13b or other applicable law; and (3) general partners executing a certificate of merger or consolidation need not sign or swear as to facts set forth therein not pertaining to the limited partnership of which they are general partners.
Terms Used In Connecticut General Statutes 34-33d
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- 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
- domestic limited partnership: means a partnership formed by two or more persons under the provisions of this chapter and having one or more general partners and one or more limited partners. See Connecticut General Statutes 34-9
- Foreign limited partnership: means a partnership formed under the laws of any state other than this state and having as partners one or more general partners and one or more limited partners. See Connecticut General Statutes 34-9
- 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
- Service of process: The service of writs or summonses to the appropriate party.
- 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 certificate of merger or consolidation shall set forth: (1) The plan of merger or consolidation; and (2) as to each merging or consolidating limited partnership, a statement of the vote of limited partners required to adopt the plan of merger or consolidation and the vote for the plan; and (3) if the survivor is a foreign limited partnership, and is to transact business in this state, a statement that such survivor shall comply with the provisions of this chapter respecting such limited partnerships, and in every case a statement irrevocably appointing the Secretary of the State as its attorney to accept service of process in any action, suit or proceeding for the enforcement of any obligations of any domestic merging or consolidating limited partnership for which it is liable pursuant to subsection (c) of section 34-33f, to the plan of merger or consolidation, or to the laws governing such foreign limited partnership. If such appointment is not made, legal process in any such action, suit or proceeding may be served upon the Secretary of the State as provided in subsection (b) of section 34-38q as attorney for such survivor.
(c) The copy of the certificate of merger or consolidation, certified by the Secretary of the State, may also be filed for record in the records of deeds in the office of the town clerk in any town in this state. For such recording, the town clerk shall charge and collect the same fee as in the case of deeds.
(d) A certificate of merger or consolidation shall act as a certificate of cancellation for a domestic limited partnership which is not the survivor in the merger or consolidation. A certificate of merger shall act as a certificate of amendment for a domestic limited partnership which survives such merger, to the extent provided by the plan of merger. In the case of a consolidation, the certificate of limited partnership set forth in the certificate of consolidation shall be the certificate of limited partnership of the new limited partnership.