2012 Connecticut General Statutes
Title 33 - Corporations
Chapter 601 - Business Corporations
Section 33-815 - *(See end of section for amended version and effective date.) Merger.

(a) One or more domestic corporations may, in accordance with the provisions of this section, merge with one or more domestic or foreign corporations or other entities pursuant to a plan of merger.

(b) A foreign corporation, or a domestic or foreign other entity, may be a party to a merger, or may be created by the terms of a plan of merger, only if: (1) The merger is permitted by the law of the state or country under which such corporation or other entity is organized or by which it is governed; and (2) in effecting the merger, such corporation or other entity complies with such law and with its certificate of incorporation or organizational documents.

(c) The plan of merger must include: (1) The name of each corporation or other entity that will merge and the name of the corporation or other entity that will be the survivor of the merger; (2) the terms and conditions of the merger; (3) the manner and basis of converting the shares of each merging corporation and interests of each merging other entity into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof; (4) the certificate of incorporation of any corporation, or the organizational documents of any other entity, to be created by the merger or, if a new corporation or other entity is not to be created by the merger, any amendments to the survivor’s certificate of incorporation or organizational documents; and (5) any other provisions required by the law of the state or country under which any party to the merger is organized or by which it is governed, or by the certificate of incorporation or organizational documents of any such party.

(d) Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with subsection (l) of section 33-608.

(e) The plan of merger may also include a provision that the plan may be amended prior to filing a certificate of merger with the Secretary of the State, provided, if the shareholders of a domestic corporation that is a party to the merger are required or permitted to vote on the plan, the plan must provide that, subsequent to approval of the plan by such shareholders, the plan may not be amended to: (1) Change the amount or kind of shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property to be received by the shareholders of or owners of interests in any party to the merger upon conversion of their shares or interests under the plan; (2) change the certificate of incorporation of any corporation, or the organizational documents of any other entity, that will survive or be created as a result of the merger, except for changes permitted by section 33-796 or by comparable provisions of the law of the state or country under which the foreign corporation or foreign other entity is organized or by which it is governed; or (3) change any of the other terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.

(P.A. 94-186, S. 132, 215; P.A. 96-271, S. 98, 254; P.A. 03-18, S. 18; 03-158, S. 10; P.A. 04-50, S. 1; 04-99, S. 1.)

*Note: On and after January 1, 2014, this section, as amended by section 35 of public act 11-241, is to read as follows:

“Sec. 33-815. Merger. (a) One or more domestic corporations may, in accordance with the provisions of this section, merge with one or more domestic or foreign corporations pursuant to a plan of merger.

(b) A foreign corporation may be a party to a merger, or may be created by the terms of a plan of merger, only if: (1) The merger is permitted by the law of the state or country under which such corporation is organized or by which it is governed; and (2) in effecting the merger, such corporation complies with such law and with its certificate of incorporation.

(c) The plan of merger shall include: (1) The name of each corporation that will merge and the name of the corporation that will be the survivor of the merger; (2) the terms and conditions of the merger; (3) the manner and basis of converting the shares of each merging corporation into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof; (4) the certificate of incorporation of any corporation to be created by the merger or, if a new corporation is not to be created by the merger, any amendments to the survivor’s certificate of incorporation; and (5) any other provisions required by the law of the state or country under which any party to the merger is organized or by which it is governed, or by the certificate of incorporation or organizational documents of any such party.

(d) Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with subsection (l) of section 33-608.

(e) The plan of merger may also include a provision that the plan may be amended prior to filing a certificate of merger with the Secretary of the State, provided, if the shareholders of a domestic corporation that is a party to the merger are required or permitted to vote on the plan, the plan shall provide that, subsequent to approval of the plan by such shareholders, the plan may not be amended to: (1) Change the amount or kind of shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property to be received by the shareholders of or owners of interests in any party to the merger upon conversion of their shares or interests under the plan; (2) change the certificate of incorporation of any corporation that will survive or be created as a result of the merger, except for changes permitted by section 33-796 or by comparable provisions of the law of the state or country under which the foreign corporation is organized or by which it is governed; or (3) change any of the other terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.”

(P.A. 94-186, S. 132, 215; P.A. 96-271, S. 98, 254; P.A. 03-18, S. 18; 03-158, S. 10; P.A. 04-50, S. 1; 04-99, S. 1; P.A. 11-241, S. 35.)

History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (c) to replace “articles” of incorporation with “certificate” of incorporation, effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by adding provision re merger of domestic corporations in accordance with the provisions of section, deleting provision re adoption of plan of merger by board of each corporation and approval of plan by shareholders if required by Sec. 33-817, and adding provision re merger with a domestic or foreign corporation or other entity pursuant to a plan of merger, added new Subsec. (b) re foreign corporation or domestic or foreign other entity may be party to or created by merger, redesignated existing Subsec. (b) as new Subsec. (c) and amended same by replacing “corporation planning to merge” with “corporation or other entity that will merge” and replacing “surviving corporation into which each other corporation plans to merge” with “corporation or other entity that will be the survivor of the merger” in Subdiv. (1), replacing provisions re conversion of shares of each corporation with provisions re conversion of shares of each merging corporation and interests of each merging other entity in Subdiv. (3), adding Subdiv. (4) re inclusion of certificate of incorporation or organizational documents, adding Subdiv. (5) re inclusion of other provisions and making technical changes, deleted former Subsec. (c) re provisions set forth in plan of merger, added Subsec. (d) re terms of plan of merger made dependent on facts objectively ascertainable outside the plan, and added Subsec. (e) re amendment of plan of merger, effective July 1, 2003; P.A. 03-158 added Subsec. (f) re terms dependent on facts objectively ascertainable outside the plan; P.A. 04-50 deleted former Subsec. (d) re terms of plan of merger made dependent on facts objectively ascertainable outside the plan and redesignated provisions of existing Subsec. (f) re terms dependent on facts objectively ascertainable outside the plan as new Subsec. (d), effective May 4, 2004; P.A. 04-99 amended Subsec. (a) by replacing “a domestic or foreign corporation or other entity” with “one or more domestic or foreign corporations or other entities”, effective May 10, 2004; P.A. 11-241 deleted provisions re other entities and organizational documents and, in Subsecs. (c) and (e), changed “must” to “shall”, effective January 1, 2014.