2012 Connecticut General Statutes
Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 610 - Uniform Limited Partnership Act
Section 34-33b - *(See end of section for amended version and effective date.) Consolidation of limited partnerships.

(a) Pursuant to a plan of consolidation, approved in the manner provided by section 34-33c, any domestic limited partnerships may consolidate with one or more limited partnerships or with 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, into a new limited partnership or other entity.

(b) The plan of consolidation, which may be embodied in an agreement, shall set forth: (1) The name and jurisdiction of organization of each of the consolidating limited partnerships or other entities and the name and jurisdiction of organization of the new limited partnership or other entity, which name may be that of any of the consolidating limited partnerships or other entities or any other available name pursuant to this chapter; (2) the terms and conditions of the consolidation, including the manner and basis of converting the shares or interests of each party to the consolidation 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 consolidating limited partnership of cash, securities of any limited partnership, or other property in lieu of, in addition to, in exchange for or upon conversion of all or part of the interests in any consolidating limited partnership or other entity or of the new limited partnership or other entity; (3) if the survivor is a limited partnership, a certificate of limited partnership complying with section 34-10; (4) the effective date or time, which shall be a date or time certain, of a consolidation if it is not to be effective upon the filing of the certificate of consolidation; and (5) such other provisions with respect to the consolidation as are deemed necessary or desirable. If the consolidation involves one or more other entities, a written plan of consolidation which meets the requirements for consolidation 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. 28; P.A. 03-18, S. 56.)

*Note: On and after January 1, 2014, this section, as amended by section 42 of public act 11-241, is to read as follows:

“Sec. 34-33b. Consolidation of limited partnerships. (a) Pursuant to a plan of consolidation, approved in the manner provided by section 34-33c, any domestic limited partnerships may consolidate with one or more limited partnerships 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, into a new limited partnership.

(b) The plan of consolidation, which may be embodied in an agreement, shall set forth: (1) The name and jurisdiction of organization of each of the consolidating limited partnerships and the name and jurisdiction of organization of the new limited partnership, which name may be that of any of the consolidating limited partnerships or any other available name pursuant to this chapter; (2) the terms and conditions of the consolidation, including the manner and basis of converting the interests of each party to the consolidation into interests, securities, obligations, rights to acquire other securities, cash or other property, or any combination thereof, and which may include provision for the distribution by any consolidating limited partnership of cash, securities of any limited partnership, or other property in lieu of, in addition to, in exchange for or upon conversion of all or part of the interests in any consolidating limited partnership or of the new limited partnership; (3) a certificate of limited partnership complying with section 34-10; (4) the effective date or time, which shall be a date or time certain, of a consolidation if it is not to be effective upon the filing of the certificate of consolidation; and (5) such other provisions with respect to the consolidation as are deemed necessary or desirable.”

(P.A. 93-363, S. 28; P.A. 03-18, S. 56; P.A. 11-241, S. 42.)

History: P.A. 03-18 amended Subsec. (a) by adding provisions re one or more other entities and re organized under the laws of any foreign country of other foreign jurisdiction or combination thereof and amended Subsec. (b) by adding references to other entities, adding provision re manner and basis of converting shares or interests in Subdiv. (2), replacing “with respect to the new” with “if the survivor is a” in Subdiv. (3), and adding provision re plan of consolidation meeting requirements of statutes under which other entity is organized or governed, effective July 1, 2003; P.A. 11-241 deleted provisions re other entities and shares and made conforming changes, effective January 1, 2014.