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 34-390 - *(See end of section for amended version and effective date.) Statement of merger.

(a) After a merger, if the survivor is a partnership, the partnership may file a statement that one or more partnerships or other entities have merged into the surviving partnership.

(b) A statement of merger shall contain, in addition to the requirements of statute for a certificate of merger or consolidation applicable to an other entity that is a party to the merger:

(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 were merged;

(3) The street address of the survivor’s chief executive office and of an office in this state, if any; and

(4) The type of entity of the survivor.

(c) Except as otherwise provided in subsection (d) of this section, for the purposes of section 34-323, property of the surviving partnership or other entity which before the merger was held in the name of another party to the merger is property held in the name of the survivor upon filing a statement of merger.

(d) For the purposes of section 34-323, real property of the surviving partnership or other entity which before the merger was held in the name of another party to the merger is property held in the name of the survivor upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.

(e) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to subsection (c) of section 34-305, stating the name of a partnership or other entity that is a party to the merger in whose name property was held before the merger and the name of the survivor, but not containing all of the other information required by subsection (b) of this section, operates with respect to the partnerships or other entities named to the extent provided in subsections (c) and (d) of this section.

(f) If the survivor is a limited liability partnership, a certificate meeting the requirements of section 34-33d shall be filed with the Secretary of the State.

(P.A. 95-341, S. 52, 58; P.A. 03-18, S. 72.)

*Note: On and after January 1, 2014, this section, as amended by section 52 of public act 11-241, is to read as follows:

“Sec. 34-390. Statement of merger. (a) After a merger, the partnership may file a statement that one or more partnerships have merged into the surviving partnership.

(b) A statement of merger shall contain, in addition to the requirements of statute for a certificate of merger or consolidation:

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

(2) The name of the survivor into which the other partnerships were merged; and

(3) The street address of the survivor’s chief executive office and of an office in this state, if any.

(c) Except as otherwise provided in subsection (d) of this section, for the purposes of section 34-323, property of the surviving partnership which before the merger was held in the name of another party to the merger is property held in the name of the survivor upon filing a statement of merger.

(d) For the purposes of section 34-323, real property of the surviving partnership which before the merger was held in the name of another party to the merger is property held in the name of the survivor upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.

(e) A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to subsection (c) of section 34-305, stating the name of a partnership that is a party to the merger in whose name property was held before the merger and the name of the survivor, but not containing all of the other information required by subsection (b) of this section, operates with respect to the partnerships or other entities named to the extent provided in subsections (c) and (d) of this section.”

(P.A. 95-341, S. 52, 58; P.A. 03-18, S. 72; P.A. 11-241, S. 52.)

History: P.A. 95-341 effective July 1, 1997; P.A. 03-18 replaced references to limited partnership with references to other entity and references to surviving entity with references to survivor throughout, amended Subsec. (a) by replacing “the surviving partnership or limited partnership may” with “if the survivor is a partnership, the partnership may” and replacing “entity” with “partnership”, amended Subsec. (b) by adding provision re requirements of statute for certificate of merger or consolidation applicable to other entity that is a party to the merger and replacing in Subdiv. (4) provision re whether surviving entity is a partnership or limited partnership with provision re the type of entity of the survivor, and adding Subsec. (f) re filing of certificate by survivor that is a limited liability partnership, effective July 1, 2003; P.A. 11-241 amended Subsecs. (a) to (e) to delete provisions re other entities and make conforming changes, and deleted former Subsec. (f) re limited liability partnership survivor, effective January 1, 2014.