Connecticut General Statutes 34-616 – Effect of merger
(a) When a merger becomes effective:
Terms Used In Connecticut General Statutes 34-616
- Appraisal: A determination of property value.
- Business corporation: means a corporation whose internal affairs are governed by chapter 601 or a professional service corporation governed by chapter 594a. See Connecticut General Statutes 34-600
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Foreign entity: means an entity other than a domestic entity. See Connecticut General Statutes 34-600
- Governor: means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the organic law and organic rules of the entity. See Connecticut General Statutes 34-600
- Interest holder: means a direct holder of an interest. See Connecticut General Statutes 34-600
- Interest holder liability: means (A) personal liability for a liability of an entity that is imposed on a person (i) solely by reason of the status of the person as an interest holder, or (ii) by the organic rules of the entity pursuant to a provision of the organic law authorizing the organic rules to make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity. See Connecticut General Statutes 34-600
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Liability: means a debt, obligation or any other liability arising in any manner, regardless of whether it is secured or contingent. See Connecticut General Statutes 34-600
- Merger: means a transaction in which two or more merging entities are combined into a surviving entity pursuant to a filing with the Secretary of the State. See Connecticut General Statutes 34-600
- Merging entity: means an entity that is a party to a merger and exists immediately before the merger becomes effective. See Connecticut General Statutes 34-600
- Organic law: means the section of the general statutes, if any, other than this section and sections 34-601 to 34-646, inclusive, governing the internal affairs of an entity. See Connecticut General Statutes 34-600
- Organic rules: means the public organic document and private organic rules of an entity. See Connecticut General Statutes 34-600
- Person: means an individual, corporation, estate, trust, partnership, limited liability company, business or similar trust, association, joint venture, public corporation, government or governmental subdivision, agency or instrumentality, or any other legal or commercial entity. See Connecticut General Statutes 34-600
- Plan: means a plan of merger, interest exchange, conversion or domestication. See Connecticut General Statutes 34-600
- Private organic rules: means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all of its interest holders and are not part of its public organic document, if any. See Connecticut General Statutes 34-600
- Public organic document: means the public record, the filing of which creates an entity and any amendment to or restatement of such record. See Connecticut General Statutes 34-600
- Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Connecticut General Statutes 34-600
- Service of process: The service of writs or summonses to the appropriate party.
- Surviving entity: means the entity that continues in existence after a merger or that is created by a merger. See Connecticut General Statutes 34-600
(1) The surviving entity shall continue to exist or come into existence;
(2) Each merging entity that is not the surviving entity shall cease to exist;
(3) All property of each merging entity shall vest in the surviving entity without assignment, reversion or impairment;
(4) All liabilities of each merging entity shall be liabilities of the surviving entity;
(5) Except as otherwise provided by law, other than as provided in this chapter or the plan of merger, all of the rights, privileges, immunities, powers and purposes of each merging entity shall vest in the surviving entity;
(6) If the surviving entity exists before the merger (A) all of its property shall continue to be vested in it without reversion or impairment; (B) it shall remain subject to all of its liabilities; and (C) all of its rights, privileges, immunities, powers and purposes shall continue to be vested in it;
(7) The name of the surviving entity may be substituted for the name of any merging entity that is a party to any pending action or proceeding;
(8) If the surviving entity exists before the merger (A) its public organic document, if any, shall be amended as provided in the statement of merger and shall be binding on its interest holders; and (B) its private organic rules that are to be in a record, if any, shall be amended to the extent provided in the plan of merger and shall be binding on and enforceable by (i) its interest holders; and (ii) in the case of a surviving entity that is not a business corporation, any other person that is a party to an agreement that is part of the surviving entity’s private organic rules;
(9) If the surviving entity is created by the merger (A) its public organic document, if any, shall be effective and binding on its interest holders; and (B) its private organic rules shall be effective and binding on and enforceable by (i) its interest holders; and (ii) in the case of a surviving entity that is not a business corporation, any other person that was a party to an agreement that was part of the organic rules of a merging entity if such person has agreed to be a party to an agreement that is part of the surviving entity’s private organic rules; and
(10) The interests in each merging entity that are to be converted in the merger shall be converted, and the interest holders of those interests shall be entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under section 34-607 and the merging entity’s organic law.
(b) Except as otherwise provided in the organic law or organic rules of a merging entity, the merger shall not give rise to any rights that an interest holder, governor or third party would otherwise have upon a dissolution, liquidation or winding-up of the merging entity.
(c) When a merger becomes effective, a person that did not have interest holder liability with respect to any of the merging entities and that becomes subject to interest holder liability with respect to a domestic entity as a result of a merger shall have interest holder liability only to the extent provided by the organic law of the entity and only for those liabilities that arise after the merger becomes effective.
(d) When a merger becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic merging entity with respect to which such person had interest holder liability shall be as follows:
(1) The merger shall not discharge any interest holder liability under the organic law of the domestic merging entity to the extent the interest holder liability arose before the merger became effective;
(2) Such person shall not have interest holder liability under the organic law of the domestic merging entity for any liability that arises after the merger becomes effective;
(3) The organic law of the domestic merging entity shall continue to apply to the release, collection or discharge of any interest holder liability preserved under subdivision (1) of this subsection as if the merger had not occurred and the surviving entity were the domestic merging entity; and
(4) Such person shall have whatever rights of contribution from any other person are provided by the organic law or organic rules of the domestic merging entity with respect to any interest holder liability preserved under subdivision (1) of this subsection as if the merger had not occurred.
(e) When a merger becomes effective, a foreign entity that is the surviving entity (1) may be served with process in this state for the collection and enforcement of any liabilities of a domestic merging entity; and (2) shall appoint the Secretary of the State as its agent for service of process for collecting or enforcing such liabilities.
(f) When a merger becomes effective, the certificate of authority or other foreign qualification of any foreign merging entity that is not the surviving entity shall be canceled.