Connecticut General Statutes 34-636 – Effect of conversion
(a) When a conversion becomes effective:
Terms Used In Connecticut General Statutes 34-636
- Appraisal: A determination of property value.
- 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
- 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.
- 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
- 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
- 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
- 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.
- 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
- 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
- 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.
(1) The converted entity shall be (A) organized under and subject to the organic law of the converted entity; and (B) the same entity without interruption as the converting entity;
(2) All property of the converting entity shall continue to be vested in the converted entity without assignment, reversion or impairment;
(3) All liabilities of the converting entity shall continue as liabilities of the converted entity;
(4) Except as provided by law, other than this chapter or the plan of conversion, all of the rights, privileges, immunities, powers and purposes of the converting entity shall remain in the converted entity;
(5) The name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding;
(6) If a converted entity is a filing entity, its public organic document shall be effective and binding on its interest holders;
(7) If the converted entity is a limited liability partnership, its certificate of limited liability partnership shall be effective simultaneously;
(8) The private organic rules of the converted entity that are to be in a record, if any, approved as part of the plan of conversion shall be effective and binding on and enforceable by (A) its interest holders; and (B) in the case of a converted entity that is not a business corporation or nonprofit corporation, any other person that is a party to an agreement that is part of the entity’s private organic rules; and
(9) The interests in the converting entity shall be converted, and the interest holders of the converting entity shall be entitled only to the rights provided to them under the plan of conversion and to any appraisal rights they have under section 34-607 and the converting entity’s organic law.
(b) Except as otherwise provided in the organic law or organic rules of the converting entity, the conversion 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 converting entity.
(c) When a conversion becomes effective, a person that did not have interest holder liability with respect to the converting entity and that becomes subject to interest holder liability with respect to a domestic entity as a result of a conversion 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 conversion becomes effective.
(d) When a conversion becomes effective:
(1) The conversion shall not discharge any interest holder liability under the organic law of a domestic converting entity to the extent the interest holder liability arose before the conversion became effective;
(2) A person shall not have interest holder liability under the organic law of a domestic converting entity for any liability that arises after the conversion becomes effective;
(3) The organic law of a domestic converting 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 conversion had not occurred; and
(4) A person shall have whatever rights of contribution from any other person are provided by the organic law or organic rules of the domestic converting entity with respect to any interest holder liability preserved under subdivision (1) of this subsection as if the conversion had not occurred.
(e) When a conversion becomes effective, a foreign entity that is the converted entity (1) may be served with process in this state for the collection and enforcement of any of its liabilities; and (2) shall appoint the Secretary of the State as its agent for service of process for collecting or enforcing those liabilities.
(f) If the converting entity is a qualified foreign entity, the certificate of authority or other foreign qualification of the converting entity shall be canceled when the conversion becomes effective.
(g) A conversion shall not require the entity to wind up its affairs and shall not constitute or cause the dissolution of the entity.