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

(a) After a plan of merger or consolidation is approved pursuant to section 34-33c, the survivor shall file a certificate of merger or consolidation, as the case may be, in the following manner: (1) A certificate of merger by any merging limited partnership that is a party thereto, executed as provided in section 34-10a, shall be filed as provided in section 34-10b with respect to the survivor; (2) a certificate of consolidation by any consolidating limited partnership that is a party thereto, executed as provided in section 34-10a, shall be filed as provided in section 34-10b in respect of the new limited partnership or other entity together with an appointment of statutory agent for service as provided in section 34-13b or other applicable law; and (3) general partners executing a certificate of merger or consolidation need not sign or swear as to facts set forth therein not pertaining to the limited partnership of which they are general partners.

(b) The certificate of merger or consolidation, in addition to the requirements for a certificate of merger or consolidation of the statutes under which any other entity that is a party to the merger or consolidation is organized or by which it is governed, shall set forth: (1) The plan of merger or consolidation; and (2) as to each merging or consolidating limited partnership, a statement of the vote of limited partners required to adopt the plan of merger or consolidation and the vote for the plan; and (3) if the survivor is a foreign limited partnership, and is to transact business in this state, a statement that such survivor shall comply with the provisions of this chapter respecting such limited partnerships, and in every case a statement irrevocably appointing the Secretary of the State as its attorney to accept service of process in any action, suit or proceeding for the enforcement of any obligations of any domestic merging or consolidating limited partnership for which it is liable pursuant to subsection (c) of section 34-33f, to the plan of merger or consolidation, or to the laws governing such foreign limited partnership. If such appointment is not made, legal process in any such action, suit or proceeding may be served upon the Secretary of the State as provided in subsection (b) of section 34-38q as attorney for such survivor.

(c) The copy of the certificate of merger or consolidation, certified by the Secretary of the State, may also be filed for record in the records of deeds in the office of the town clerk in any town in this state. For such recording, the town clerk shall charge and collect the same fee as in the case of deeds.

(d) A certificate of merger or consolidation shall act as a certificate of cancellation for a domestic limited partnership which is not the survivor in the merger or consolidation. A certificate of merger shall act as a certificate of amendment for a domestic limited partnership which survives such merger, to the extent provided by the plan of merger. In the case of a consolidation, if the new entity is a limited partnership, the certificate of limited partnership set forth in the certificate of consolidation shall be the certificate of limited partnership of the new limited partnership.

(P.A. 93-363, S. 30; P.A. 03-18, S. 57.)

*Note: On and after January 1, 2014, this section, as amended by section 43 of public act 11-241, is to read as follows:

“Sec. 34-33d. Certificate of merger or consolidation. (a) After a plan of merger or consolidation is approved pursuant to section 34-33c, the survivor shall file a certificate of merger or consolidation, as the case may be, in the following manner: (1) A certificate of merger by any merging limited partnership that is a party thereto, executed as provided in section 34-10a, shall be filed as provided in section 34-10b with respect to the survivor; (2) a certificate of consolidation by any consolidating limited partnership that is a party thereto, executed as provided in section 34-10a, shall be filed as provided in section 34-10b in respect of the new limited partnership together with an appointment of statutory agent for service as provided in section 34-13b or other applicable law; and (3) general partners executing a certificate of merger or consolidation need not sign or swear as to facts set forth therein not pertaining to the limited partnership of which they are general partners.

(b) The certificate of merger or consolidation shall set forth: (1) The plan of merger or consolidation; and (2) as to each merging or consolidating limited partnership, a statement of the vote of limited partners required to adopt the plan of merger or consolidation and the vote for the plan; and (3) if the survivor is a foreign limited partnership, and is to transact business in this state, a statement that such survivor shall comply with the provisions of this chapter respecting such limited partnerships, and in every case a statement irrevocably appointing the Secretary of the State as its attorney to accept service of process in any action, suit or proceeding for the enforcement of any obligations of any domestic merging or consolidating limited partnership for which it is liable pursuant to subsection (c) of section 34-33f, to the plan of merger or consolidation, or to the laws governing such foreign limited partnership. If such appointment is not made, legal process in any such action, suit or proceeding may be served upon the Secretary of the State as provided in subsection (b) of section 34-38q as attorney for such survivor.

(c) The copy of the certificate of merger or consolidation, certified by the Secretary of the State, may also be filed for record in the records of deeds in the office of the town clerk in any town in this state. For such recording, the town clerk shall charge and collect the same fee as in the case of deeds.

(d) A certificate of merger or consolidation shall act as a certificate of cancellation for a domestic limited partnership which is not the survivor in the merger or consolidation. A certificate of merger shall act as a certificate of amendment for a domestic limited partnership which survives such merger, to the extent provided by the plan of merger. In the case of a consolidation, the certificate of limited partnership set forth in the certificate of consolidation shall be the certificate of limited partnership of the new limited partnership.”

(P.A. 93-363, S. 30; P.A. 03-18, S. 57; P.A. 11-241, S. 43.)

History: P.A. 03-18 amended Subsec. (a) by replacing “Any domestic limited partnership merging or consolidating under this section” with “After a plan of merger or consolidation is approved pursuant to Sec. 34-33c, the survivor”, adding reference to any merging limited partnership that is a party to the certificate of merger and replacing reference to surviving limited partnership with reference to survivor in Subdiv. (1), adding references to any consolidating limited partnership that is a party to the certificate of consolidation, “other entity” and “other applicable law” in Subdiv. (2), adding reference to general partners in Subdiv. (3) and making technical changes, amended Subsec. (b) by adding provision re requirements of statutes under which other entity is organized or governed and replacing references to surviving or new limited partnership with references to survivor, and amended Subsec. (d) by replacing reference to surviving or new limited partnership with reference to survivor and adding provision re if the new entity is a limited partnership, effective July 1, 2003; P.A. 11-241 deleted provisions re other entity and made conforming changes, effective January 1, 2014.