2005 Connecticut Code - Sec. 34-33a. Merger of limited partnerships.

      Sec. 34-33a. Merger of limited partnerships. (a) Pursuant to a plan of merger, approved in the manner provided by section 34-33c, one or more domestic limited partnerships may merge with or into any one or more domestic or foreign limited partnerships or any one or more other entities formed or organized under the laws of this state or any other state or any foreign country or other foreign jurisdiction, or any combination thereof, and the plan shall name the survivor.

      (b) The plan of merger, which may be embodied in an agreement, shall set forth: (1) The name and jurisdiction of organization of each party to the merger and the name of the limited partnership or other entity which is to be the survivor; (2) the terms and conditions of the merger, including the manner and basis of converting the shares or interests of each party to the merger into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, and which may include provision for the distribution by any merging limited partnership or other entity of cash, securities of any limited partnership or other entity or other property in lieu of, in addition to, in exchange for or upon conversion of all or part of the interests in a limited partnership or other entity which is not the survivor in the merger; (3) any changes in the certificate of limited partnership or the organizational documents of the survivor; (4) the effective date or time, which shall be a date or time certain, of the merger if it is not to be effective upon the filing of the certificate of merger; and (5) such other provisions with respect to the merger as are deemed necessary or desirable. If the merger involves one or more other entities, a written plan of merger which meets the requirements for merger of the statutes under which such other entity is organized or by which it is governed shall be deemed to meet the requirements of this section.

      (P.A. 93-363, S. 27; P.A. 03-18, S. 55; P.A. 04-99, S. 3.)

      History: P.A. 03-18 amended Subsec. (a) by adding provisions re one or more limited partnerships or other entities and re organized under the laws of any foreign country or other foreign jurisdiction or combination thereof, and replacing "surviving or resulting limited partnership" with "survivor", and amended Subsec. (b) by replacing references to surviving or resulting limited partnership with references to survivor, adding references to other entity, replacing "of the merging limited partnerships and a designation of which" with "party to the merger and the name of the" in Subdiv. (1), adding provision re manner and basis of converting shares or interests in Subdiv. (2), adding provision re organizational documents in Subdiv. (3), and adding provision re plan of merger meeting requirements of statutes under which other entity is organized or governed, effective July 1, 2003; P.A. 04-99 amended Subsec. (a) by providing for merger with or into one or more "domestic or foreign" limited partnerships, effective May 10, 2004.