Connecticut General Statutes 34-633 – Approval of plan of conversion
(a) A plan of conversion shall not be effective unless it has been approved:
Terms Used In Connecticut General Statutes 34-633
- 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
- Conversion: means a transaction authorized by part IV of this chapter. See Connecticut General Statutes 34-600
- Converting entity: means the domestic entity that approves a plan of conversion pursuant to section 34-633 or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of organization. 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
- 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
- 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.
- 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
- Nonprofit corporation: means a corporation whose internal affairs are governed by chapter 602. 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
- Plan: means a plan of merger, interest exchange, conversion or domestication. 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
(1) By a domestic converting entity (A) in accordance with the requirements, if any, in its organic rules for approval of a conversion; (B) if its organic rules do not provide for approval of a conversion, in accordance with the requirements, if any, in its organic law and organic rules for approval of (i) in the case of an entity that is not a business corporation, a merger, as if the conversion were a merger; or (ii) in the case of a corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the conversion were that type of merger; or (C) if neither its organic law nor organic rules provide for approval of a conversion or a merger described in subparagraph (A) or (B) of this subdivision, by all of the interest holders of the entity entitled to vote on or consent to any matter; and
(2) In a record, by each interest holder of a domestic converting entity that shall have interest holder liability for liabilities that arise after the conversion becomes effective, unless, in the case of an entity that is not a business or nonprofit corporation, (A) the organic rules of the entity provide in a record for the approval of a conversion or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and (B) the interest holder voted for or consented in a record to such provision of the organic rules or became an interest holder after the adoption of such provision.
(b) A conversion of a foreign converting entity shall not be effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of organization or the foreign entity’s organic rules.