2012 Connecticut General Statutes
Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 613 - Limited Liability Companies
Section 34-196 - *(See end of section for amended version and effective date.) Articles of merger or consolidation.

(a) After a plan of merger or consolidation is approved as provided in section 34-194, the survivor shall deliver to the Secretary of the State for filing articles of merger or consolidation duly executed by each limited liability company and other entity that is a party thereto setting forth: (1) The name and jurisdiction of formation or organization of each limited liability company and other entity; (2) the effective date of the merger or consolidation if later than the date of filing of the articles of merger or consolidation; (3) the name of the survivor; (4) a statement that the plan of merger or consolidation was duly authorized and approved by each limited liability company in accordance with the provisions of section 34-194 and by each other entity in accordance with the applicable organizational documents of each other entity; (5) if the articles of organization of the survivor of the merger are amended, the amendments to such articles of organization or, if a new limited liability company is created as a result of the consolidation, the articles of organization of such new limited liability company; (6) that the plan of merger or consolidation is on file at a place of business of the survivor and the address thereof; and (7) that a copy of the plan of merger or consolidation will be furnished by the survivor, on request and without cost, to any person holding an interest in any limited liability company or other entity that is a party to the merger or consolidation.

(b) A merger or consolidation takes effect upon the later of the effective date of the filing of the articles of merger or consolidation or the date set forth in the plan of merger or consolidation.

(c) The articles of merger or consolidation shall be executed by each limited liability company or other entity that is a party to the merger or consolidation. The survivor shall file the articles of merger or consolidation with the Secretary of the State in the manner provided for in section 34-110 as a condition of the effectiveness of the merger or consolidation.

(d) Articles of merger or consolidation shall act as articles of dissolution for a limited liability company which is not the survivor in the merger or consolidation.

(e) A plan of merger or consolidation authorized and approved in accordance with section 34-194 may effect any amendment to the operating agreement or effect the adoption of a new operating agreement for a limited liability company if it is the survivor in the merger or consolidation. Such a plan of merger or consolidation may also provide that the operating agreement of any limited liability company that is a party to the merger or consolidation, including a limited liability company formed for the purpose of consummating a merger or consolidation, shall be the operating agreement of the survivor. Any amendment to an operating agreement or adoption of a new operating agreement made pursuant to this subsection shall be effective at the effective time or date of the merger or consolidation. The provisions of this subsection shall not be construed to limit the accomplishment of a merger or consolidation or of any of the matters referred to in this subsection by any other means provided for in an operating agreement or other agreement or as otherwise permitted by law.

(P.A. 93-267, S. 67; P.A. 03-18, S. 66.)

*Note: On and after January 1, 2014, this section, as amended by section 48 of public act 11-241, is to read as follows:

“Sec. 34-196. Articles of merger or consolidation. (a) After a plan of merger or consolidation is approved as provided in section 34-194, the survivor shall deliver to the Secretary of the State for filing articles of merger or consolidation duly executed by each limited liability company that is a party thereto setting forth: (1) The name and jurisdiction of formation or organization of each limited liability company; (2) the effective date of the merger or consolidation if later than the date of filing of the articles of merger or consolidation; (3) the name of the survivor; (4) a statement that the plan of merger or consolidation was duly authorized and approved by each limited liability company in accordance with the provisions of section 34-194; (5) if the articles of organization of the survivor of the merger are amended, the amendments to such articles of organization or, if a new limited liability company is created as a result of the consolidation, the articles of organization of such new limited liability company; (6) that the plan of merger or consolidation is on file at a place of business of the survivor and the address thereof; and (7) that a copy of the plan of merger or consolidation shall be furnished by the survivor, on request and without cost, to any person holding an interest in any limited liability company that is a party to the merger or consolidation.

(b) A merger or consolidation takes effect upon the later of the effective date of the filing of the articles of merger or consolidation or the date set forth in the plan of merger or consolidation.

(c) The articles of merger or consolidation shall be executed by each limited liability company that is a party to the merger or consolidation. The survivor shall file the articles of merger or consolidation with the Secretary of the State in the manner provided for in section 34-110 as a condition of the effectiveness of the merger or consolidation.

(d) Articles of merger or consolidation shall act as articles of dissolution for a limited liability company which is not the survivor in the merger or consolidation.

(e) A plan of merger or consolidation authorized and approved in accordance with section 34-194 may effect any amendment to the operating agreement or effect the adoption of a new operating agreement for a limited liability company if it is the survivor in the merger or consolidation. Such a plan of merger or consolidation may also provide that the operating agreement of any limited liability company that is a party to the merger or consolidation, including a limited liability company formed for the purpose of consummating a merger or consolidation, shall be the operating agreement of the survivor. Any amendment to an operating agreement or adoption of a new operating agreement made pursuant to this subsection shall be effective at the effective time or date of the merger or consolidation. The provisions of this subsection shall not be construed to limit the accomplishment of a merger or consolidation or of any of the matters referred to in this subsection by any other means provided for in an operating agreement or other agreement or as otherwise permitted by law.”

(P.A. 93-267, S. 67; P.A. 03-18, S. 66; P.A. 11-241, S. 48.)

History: P.A. 03-18 replaced references to surviving or new limited liability company with references to survivor and added provisions re other entity throughout, amended Subsec. (a) by adding provision re limited liability company and other entity that is a party to the merger or consolidation, adding provision in Subdiv. (4) re applicable organizational documents of each other entity, adding new Subdiv. (5) re amended or new articles of organization, and redesignating existing Subdivs. (5) and (6) as Subdivs. (6) and (7), amended Subsec. (c) by adding provisions re filing by survivor of articles of merger or consolidation as a condition of effectiveness of the merger or consolidation, deleting provision re execution in the manner provided for in Sec. 34-109 and making a technical change, and amended Subsec. (e) by making a technical change, effective July 1, 2003; P.A. 11-241 deleted provisions re other entity and, in Subsec. (a)(7), changed “will” to “shall”, effective January 1, 2014.