2012 Connecticut General Statutes
Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 613 - Limited Liability Companies
Section 34-193 - *(See end of section for amended version and effective date.) Merger or consolidation.

(a) Except as provided in subsection (b) of this section, any one or more limited liability companies may merge or consolidate with or into any one or more domestic or foreign limited liability companies or 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, in a manner provided in sections 34-194 and 34-195.

(b) A limited liability company organized under sections 34-100 to 34-242, inclusive, to render professional services may merge or consolidate only with another domestic limited liability company organized under said sections, a professional service corporation organized under chapter 594a or a partnership or limited liability partnership organized under chapter 614, if such company, corporation or partnership is organized to render the same professional service. A merger or consolidation of a limited liability company organized under sections 34-100 to 34-242, inclusive, to render professional services with any foreign limited liability company or foreign other entity is prohibited.

(P.A. 93-267, S. 64; P.A. 03-18, S. 63; P.A. 04-99, S. 4.)

*Note: On and after January 1, 2014, this section, as amended by section 46 of public 11-241 and section 2 of public act 12-32, is to read as follows:

“Sec. 34-193. Merger or consolidation. (a) Except as provided in subsection (b) of this section, any one or more limited liability companies may merge or consolidate with or into any one or more domestic or foreign limited liability companies in a manner provided in sections 34-194 and 34-195.

(b) A limited liability company organized under sections 34-100 to 34-242, inclusive, to render professional services may merge or consolidate only with another domestic limited liability company organized under said sections if such other company is organized to render the same professional service. A merger or consolidation of a limited liability company organized under sections 34-100 to 34-242, inclusive, to render professional services with any foreign limited liability company or foreign other entity is prohibited.”

(P.A. 93-267, S. 64; P.A. 03-18, S. 63; P.A. 04-99, S. 4; P.A. 11-241, S. 46; P.A. 12-32, S. 2.)

History: P.A. 03-18 amended Subsec. (a) by adding provision re one or more other entities formed or organized under the laws of this state or any foreign country or other foreign jurisdiction or combination thereof and amended Subsec. (b) by replacing “formed” with “organized” and “shall merge” with “may merge”, adding provisions re professional service corporation organized under chapter 594a or partnership or limited liability partnership organized under chapter 614, re limited liability company organized under Secs. 34-100 to 34-242, inclusive, to render professional services and re foreign other entity, and making technical changes, effective July 1, 2003; P.A. 04-99 amended Subsec. (a) by providing for merger or consolidation with or into one or more “domestic or foreign” limited liability companies, effective May 10, 2004; P.A. 11-241 amended Subsec. (a) to delete provision re other entities and amended Subsec. (b) to delete provision re professional service corporation and partnership or limited liability partnership organized under Ch. 614, effective January 1, 2014; P.A. 12-32 amended Subsec. (b) to limit merging or consolidating companies to those organized to render the same professional service, effective January 1, 2014.