Connecticut General Statutes 34-635 – Certificate of conversion; effective date
(a) A certificate of conversion shall be signed on behalf of the converting entity and filed with the Secretary of the State.
Terms Used In Connecticut General Statutes 34-635
- Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
- Conversion: means a transaction authorized by part IV of this chapter. See Connecticut General Statutes 34-600
- Converted entity: means the converting entity as it continues in existence after a conversion. 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
- Filing entity: means an entity that is created by the filing of a public organic document. See Connecticut General Statutes 34-600
- Foreign entity: means an entity other than a domestic 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.
- 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
- 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: 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
- Qualified foreign entity: means a foreign entity that is authorized to transact business in this state pursuant to a filing with the Secretary of the State. See Connecticut General Statutes 34-600
(b) A certificate of conversion shall contain:
(1) The name, jurisdiction of organization and type of the converting entity;
(2) The name, jurisdiction of organization and type of the converted entity;
(3) If the certificate of conversion is not to be effective upon its filing, the date and time on which it shall become effective;
(4) If the converting entity is a domestic entity, a statement that the plan of conversion was approved in accordance with this part or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign converting entity in accordance with the law of its jurisdiction of organization;
(5) If the converted entity is a domestic filing entity, the text of its public organic document, as an attachment;
(6) If the converted entity is a domestic limited liability partnership, the text of its certificate of limited liability partnership, as an attachment; and
(7) If the converted entity is a foreign entity that is not a qualified foreign entity, a mailing address to which the Secretary of the State may send any process served on the Secretary of the State pursuant to subsection (e) of section 34-636.
(c) In addition to the requirements of subsection (b) of this section, a certificate of conversion may contain any other provision not prohibited by law.
(d) If the converted entity is a domestic entity, its public organic document, if any, shall satisfy the requirements of the law of this state, except it does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic document.
(e) A certificate of conversion shall become effective upon the date and time of its filing or the date and time specified in the certificate of conversion.