2012 Connecticut General Statutes
Title 34 - Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships
Section 34-388 - *(See end of section for amended version and effective date.) Merger of partnerships.

(a) Pursuant to a plan of merger approved as provided in subsection (c) of this section, one or more partnerships may merge with or into any one or more partnerships or any 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.

(b) The plan of merger shall set forth:

(1) The name of each partnership or other entity that is a party to the merger;

(2) The name of the survivor into which the other partnerships or other entities will merge;

(3) Whether the survivor is a partnership or an other entity and, if the survivor is a partnership or a limited partnership, the status of each partner;

(4) The terms and conditions of the merger;

(5) The manner and basis of converting the shares or interests of each party to the merger into shares, interests or obligations of the survivor or into money or other property in whole or part;

(6) The street address of the survivor’s chief executive office;

(7) The effective date or time, which shall be a date or time certain, of the merger if it is not to be effective upon the filing of the certificate of merger; and

(8) Such other provisions with respect to the merger as are deemed necessary or desirable.

(c) The plan of merger shall be approved:

(1) In the case of a partnership that is a party to the merger, by all of the partners or a number or percentage specified for merger in the partnership agreement; and

(2) In the case of an other entity that is a party to the merger, by the vote required for approval of a merger by the law of the state or foreign jurisdiction in which the other entity is organized or by which it is governed and, in the absence of such a specifically applicable law, as to a limited partnership, by all of the partners, notwithstanding a provision to the contrary in the partnership agreement.

(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.

(e) The merger takes effect on the later of:

(1) The approval of the plan of merger by all parties to the merger, as provided in subsection (c) of this section;

(2) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or

(3) Any effective date specified in the plan of merger.

(f) If the merger involves one or more other entities, a written plan of merger which meets the requirements for merger of the statutes under which such other entity is organized or by which it is governed shall be deemed to meet the requirements of a plan of merger under this section.

(P.A. 95-341, S. 50, 58; P.A. 03-18, S. 70.)

*Note: On and after January 1, 2014, this section, as amended by section 50 of public act 11-241, is to read as follows:

“Sec. 34-388. Merger of partnerships. (a) Pursuant to a plan of merger approved as provided in subsection (c) of this section, one or more partnerships may merge with or into any one or more partnerships 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.

(b) The plan of merger shall set forth:

(1) The name of each partnership that is a party to the merger;

(2) The name of the survivor into which the other partnerships shall merge;

(3) The status of each partner;

(4) The terms and conditions of the merger;

(5) The manner and basis of converting the interests of each party to the merger into interests or obligations of the survivor or into money or other property in whole or part;

(6) The street address of the survivor’s chief executive office;

(7) The effective date or time, which shall be a date or time certain, of the merger if it is not to be effective upon the filing of the certificate of merger; and

(8) Such other provisions with respect to the merger as are deemed necessary or desirable.

(c) The plan of merger shall be approved by all of the partners or a number or percentage specified for merger in the partnership agreement.

(d) After a plan of merger is approved and before the merger takes effect, the plan may be amended or abandoned as provided in the plan.

(e) The merger takes effect on the later of:

(1) The approval of the plan of merger by all parties to the merger, as provided in subsection (c) of this section;

(2) The filing of all documents required by law to be filed as a condition to the effectiveness of the merger; or

(3) Any effective date specified in the plan of merger.”

(P.A. 95-341, S. 50, 58; P.A. 03-18, S. 70; P.A. 11-241, S. 50.)

History: P.A. 95-341 effective July 1, 1997; P.A. 03-18 amended Subsec. (a) by replacing provision re merger with partnerships or limited partnerships with provision re merger with or into partnerships or other entities formed or organized under the laws of this state or any other state or foreign country or other foreign jurisdiction or combination thereof, amended Subsec. (b) by replacing references to surviving entity with references to survivor, replacing references in Subdivs. (1) and (2) to limited partnership with references to other entity, adding provision in Subdiv. (3) re whether survivor is an other entity, adding references in Subdiv. (5) to shares, adding Subdivs. (7) and (8) re effective date or time of merger and other provisions deemed necessary or desirable, and making technical changes, amended Subsec. (c)(2) by replacing references to limited partnership with references to other entity, adding provision re law by which other entity is governed, and making a technical change, and added Subsec. (f) re plan of merger meeting requirements of statutes under which other entity is organized or governed, effective July 1, 2003; P.A. 11-241 amended Subsecs. (a) and (b) to delete provisions re other entities and shares and, in Subsec. (b), change “will” to “shall”, deleted former Subsec. (c)(2) re other entity, deleted former Subsec. (f) re merger involving one or more other entities, and made technical changes, effective January 1, 2014.