2012 Connecticut General Statutes
Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 613 - Limited Liability Companies
Section 34-198 - Survivor to be governed by laws of jurisdiction other than this state.

(a) Upon a merger involving one or more domestic limited liability companies taking effect, if the survivor is to be governed by the laws of any state other than this state or by the laws of the District of Columbia or of any foreign country, then the survivor shall agree: (1) That it may be served with process in this state in any proceeding for enforcement of any obligation of any limited liability company or other entity party to the merger or consolidation that was formed under the laws of this state, as well as for enforcement of any obligation of the survivor of the merger or consolidation; and (2) to irrevocably appoint the Secretary of the State as its agent for service of process in any such proceeding and the survivor shall specify the address to which a copy of the process shall be mailed to it by the Secretary of the State.

(b) The effect of such merger or consolidation shall be as provided in section 34-197 if the survivor is to be governed by the laws of this state. If the survivor is to be governed by the laws of any jurisdiction other than this state, the effect of such merger or consolidation shall be the same as provided in section 34-197, except as the laws of such other jurisdiction provide otherwise.

(P.A. 93-267, S. 69; P.A. 03-18, S. 68.)

History: P.A. 03-18 deleted former Subsec. (a) re merger or consolidation of domestic and foreign limited liability companies, redesignated existing Subsecs. (b) and (c) as new Subsecs. (a) and (b), replaced references to surviving or new limited liability company with references to survivor throughout and added provision re other entity in Subsec. (a)(1), effective July 1, 2003.