2012 Connecticut General Statutes
Title 33 - Corporations
Chapter 601 - Business Corporations
Section 33-819 - *(See end of section for amended version of subsection (a) and effective date.) Certificate of merger or share exchange.

*(a) After a plan of merger or share exchange has been adopted and approved as required by sections 33-600 to 33-998, inclusive, a certificate of merger or share exchange shall be signed on behalf of each party to the merger or the share exchange by any officer or other duly authorized representative of such party. The certificate of merger or share exchange shall set forth: (1) The names of the parties to the merger or the share exchange; (2) the name of the corporation or other entity that will be the survivor of the merger or that will acquire the shares or interests of the other party to the share exchange; (3) the date on which the merger or the share exchange is to be effective; (4) if the certificate of incorporation of the survivor of a merger is amended, or if a new corporation is created as a result of a merger, the amendments to the survivor’s certificate of incorporation or the certificate of incorporation of the new corporation; (5) if the plan of merger or share exchange required approval by the shareholders of a domestic corporation that was a party to the merger or the share exchange, a statement that the plan was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by sections 33-600 to 33-998, inclusive, and the certificate of incorporation; (6) if the plan of merger or share exchange did not require approval by the shareholders of a domestic corporation that was a party to the merger or the share exchange, a statement to that effect; and (7) as to each foreign corporation and each other entity that was a party to the merger or the share exchange, a statement that the plan and the performance of its terms were duly authorized by all action required by the law of the state or country under which the corporation or other entity is organized or by which it is governed, and by its certificate of incorporation or organizational documents.

(b) A certificate of merger or share exchange shall be delivered to the Secretary of the State for filing by the survivor of the merger or the acquiring corporation in a share exchange and shall take effect on the effective date of the merger or the share exchange.

(P.A. 94-186, S. 136, 215; P.A. 96-271, S. 106, 254; P.A. 03-18, S. 22; P.A. 11-147, S. 18.)

*Note: On and after January 1, 2014, subsection (a) of this section, as amended by section 38 of public act 11-241 and section 1 of public act 12-32, is to read as follows:

“(a) After a plan of merger or share exchange has been adopted and approved as required by sections 33-600 to 33-998, inclusive, a certificate of merger or share exchange shall be signed on behalf of each party to the merger or the share exchange by any officer or other duly authorized representative of such party. The certificate of merger or share exchange shall set forth: (1) The names of the parties to the merger or the share exchange; (2) the name of the corporation that will be the survivor of the merger or that will acquire the shares of the other party to the share exchange; (3) the date on which the merger or the share exchange is to be effective; (4) if the certificate of incorporation of the survivor of a merger is amended, or if a new corporation is created as a result of a merger, the amendments to the survivor’s certificate of incorporation or the certificate of incorporation of the new corporation; (5) if the plan of merger or share exchange required approval by the shareholders of a domestic corporation that was a party to the merger or the share exchange, a statement that the plan was duly approved by the shareholders and, if voting by any separate voting group was required, by each such separate voting group, in the manner required by sections 33-600 to 33-998, inclusive, and the certificate of incorporation; (6) if the plan of merger or share exchange did not require approval by the shareholders of a domestic corporation that was a party to the merger or the share exchange, a statement to that effect; and (7) as to each foreign corporation that was a party to the merger or the share exchange, a statement that the plan and the performance of its terms were duly authorized by all action required by the law of the state or country under which the corporation is organized or by which it is governed, and by its certificate of incorporation.”

(P.A. 94-186, S. 136, 215; P.A. 96-271, S. 106, 254; P.A. 03-18, S. 22; P.A. 11-147, S. 18; 11-241, S. 38; P.A. 12-32, S. 1.)

History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of merger or share exchange with “certificate” of merger or share exchange where appearing, effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by replacing former provisions with provisions re execution and contents of certificate of merger or share exchange, and amended Subsec. (b) by deleting provision re when merger or share exchange takes effect and adding provisions re filing and effective date of certificate of merger or share exchange, effective July 1, 2003; P.A. 11-147 amended Subsec. (a) to require certificate of merger or share exchange be “signed” rather than “executed”; P.A. 11-241 amended Subsec. (a) to delete provisions re other entity, interests in such entity and organizational documents, effective January 1, 2014; P.A. 12-32 amended Subsec. (a) to require certificate of merger or share exchange to be “signed”, rather than “executed”, effective January 1, 2014.