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 34-389 - *(See end of section for amended version and effective date.) Effect of merger.

(a) When a merger takes effect:

(1) The separate existence of every partnership or other entity that is a party to the merger, other than the survivor, ceases;

(2) All property owned by each of the merged partnerships or other entities vests in the survivor;

(3) All obligations of every partnership or other entity that is a party to the merger become the obligations of the survivor; and

(4) An action or proceeding pending against a partnership or other entity that is a party to the merger may be continued as if the merger had not occurred, or the survivor may be substituted as a party to the action or proceeding.

(b) The Secretary of the State is the agent for service of process in an action or proceeding against a surviving foreign partnership or other entity to enforce an obligation of a domestic partnership or other entity that is a party to a merger. Upon receipt of process, the Secretary of the State shall mail a copy of the process to the surviving foreign partnership or other entity.

(c) A partner of a surviving partnership or limited partnership is liable for:

(1) All obligations of a party to the merger for which the partner was personally liable before the merger;

(2) All other obligations of the survivor incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the survivor; and

(3) All obligations of the survivor incurred after the merger takes effect, but those obligations may be satisfied only out of property of the survivor if the partner is a limited partner.

(d) If the obligations incurred before the merger by a party to the merger that is a partnership or limited partnership are not satisfied out of the property of the survivor, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party’s obligations to the survivor, in the manner provided in section 34-378 or in sections 34-9 to 34-38r, inclusive, of the jurisdiction in which the party was organized, as the case may be, as if the merged party were dissolved.

(e) A partner of a party to a merger between or among partnerships or limited partnerships, or both, who does not become a partner of the survivor is dissociated from the entity, of which that partner was a partner, as of the date the merger takes effect. The survivor shall cause the partner’s interest in the entity to be purchased under section 34-362 or another statute specifically applicable to that partner’s interest with respect to a merger. The survivor is bound under section 34-363 by an act of a general partner dissociated under this subsection, and the partner is liable under section 34-364 for transactions entered into by the survivor after the merger takes effect.

(f) Any partner of a partnership or holder of an interest in an other entity that is a party to a merger who, prior to the merger, was obligated for any of the liabilities or obligations of the partnership or other entity shall not be released by reason of the merger from any such liabilities or obligations arising prior to the effective time of the merger.

(P.A. 95-341, S. 51, 58; P.A. 03-18, S. 71.)

*Note: On and after January 1, 2014, this section, as amended by section 51 of public act 11-241, is to read as follows:

“Sec. 34-389. Effect of merger. (a) When a merger takes effect:

(1) The separate existence of every partnership that is a party to the merger, other than the survivor, ceases;

(2) All property owned by each of the merged partnerships vests in the survivor;

(3) All obligations of every partnership that is a party to the merger become the obligations of the survivor; and

(4) An action or proceeding pending against a partnership that is a party to the merger may be continued as if the merger had not occurred, or the survivor may be substituted as a party to the action or proceeding.

(b) The Secretary of the State is the agent for service of process in an action or proceeding against a surviving foreign partnership to enforce an obligation of a domestic partnership that is a party to a merger. Upon receipt of process, the Secretary of the State shall mail a copy of the process to the surviving foreign partnership.

(c) A partner of a surviving partnership is liable for:

(1) All obligations of a party to the merger for which the partner was personally liable before the merger;

(2) All other obligations of the survivor incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the survivor; and

(3) All obligations of the survivor incurred after the merger takes effect.

(d) If the obligations incurred before the merger by a party to the merger that is a partnership are not satisfied out of the property of the survivor, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party’s obligations to the survivor, in the manner provided in section 34-378 or in sections 34-9 to 34-38r, inclusive, of the jurisdiction in which the party was organized, as the case may be, as if the merged party were dissolved.

(e) A partner of a party to a merger between or among partnerships who does not become a partner of the survivor is dissociated from the entity, of which that partner was a partner, as of the date the merger takes effect. The survivor shall cause the partner’s interest in the entity to be purchased under section 34-362 or another statute specifically applicable to that partner’s interest with respect to a merger. The survivor is bound under section 34-363 by an act of a general partner dissociated under this subsection, and the partner is liable under section 34-364 for transactions entered into by the survivor after the merger takes effect.

(f) Any partner of a partnership that is a party to a merger who, prior to the merger, was obligated for any of the liabilities or obligations of the partnership shall not be released by reason of the merger from any such liabilities or obligations arising prior to the effective time of the merger.”

(P.A. 95-341, S. 51, 58; P.A. 03-18, S. 71; P.A. 11-241, S. 51.)

History: P.A. 95-341 effective July 1, 1997; P.A. 03-18 replaced references to limited partnership with references to other entity and replaced references to surviving entity, entity and surviving partnership or limited partnership with references to survivor throughout, made a technical change in Subsec. (c), amended Subsec. (d) by adding “that is a partnership or limited partnership” and replacing “formed” with “organized”, amended Subsec. (e) by adding provision re merger between or among partnerships or limited partnerships, or both, and added Subsec. (f) re liabilities or obligations of partner of partnership or holder of interest in other entity, effective July 1, 2003; P.A. 11-241 deleted provisions re other entity and limited partnership, effective January 1, 2014.