2012 Connecticut General Statutes
Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 613 - Limited Liability Companies
Section 34-194 - Approval of merger or consolidation.

(a) Unless otherwise provided in the articles of organization or the operating agreement, a proposed plan of merger or consolidation complying with the requirements of section 34-195 shall be authorized and approved by each limited liability company that is a party to a proposed merger or consolidation by the affirmative vote of at least two-thirds in interest of the members.

(b) After a merger or consolidation is authorized and approved, unless the plan of merger or consolidation provides otherwise, and at any time before articles of merger or consolidation as provided for in section 34-196 are filed, the plan of merger or consolidation may be abandoned, subject to any contractual rights, in accordance with the procedure set forth in the plan of merger or consolidation or, if none is set forth, by the unanimous consent of the members of each limited liability company that is a party to the merger or consolidation, unless the operating agreement of any such limited liability company provides otherwise.

(P.A. 93-267, S. 65; P.A. 94-217, S. 23; P.A. 03-18, S. 64.)

History: P.A. 94-217 amended Subsec. (a) to provide that approval be by the affirmative vote of at least two-thirds “in interest” of the members; P.A. 03-18 amended Subsec. (a) by adding provision re the operating agreement, effective July 1, 2003.