(a) A certificate of interest exchange shall be signed on behalf of a domestic acquired entity and filed with the Secretary of the State.

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Terms Used In Connecticut General Statutes 34-625

  • Acquired entity: means the entity, all of one or more classes or series of interests of which are acquired in an interest exchange. See Connecticut General Statutes 34-600
  • Acquiring entity: means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange. See Connecticut General Statutes 34-600
  • Interest exchange: means a transaction authorized by part III of this chapter. See Connecticut General Statutes 34-600
  • 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.
  • Plan: means a plan of merger, interest exchange, conversion or domestication. 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

(b) A certificate of interest exchange shall contain:

(1) The name and type of the acquired entity;

(2) The name, jurisdiction of organization and type of the acquiring entity;

(3) If the certificate of interest exchange is not to be effective upon filing, the date and time on which it will become effective, which may not be more than ninety days after the date of filing;

(4) A statement that the plan of interest exchange was approved by the acquired entity in accordance with this part; and

(5) Any amendments to the acquired entity’s public organic document approved as part of the plan of interest exchange.

(c) A certificate of interest exchange may contain any other provision not prohibited by law.

(d) A certificate of interest exchange shall become effective on the date and time of its filing or on the date and time specified in the certificate of interest exchange.