(a) After a plan of merger or consolidation is approved pursuant to section 34-33c, the survivor shall file a certificate of merger or consolidation, as the case may be, in the following manner: (1) A certificate of merger by any merging limited partnership that is a party thereto, executed as provided in section 34-10a, shall be filed as provided in section 34-10b with respect to the survivor; (2) a certificate of consolidation by any consolidating limited partnership that is a party thereto, executed as provided in section 34-10a, shall be filed as provided in section 34-10b in respect of the new limited partnership together with an appointment of statutory agent for service as provided in section 34-13b or other applicable law; and (3) general partners executing a certificate of merger or consolidation need not sign or swear as to facts set forth therein not pertaining to the limited partnership of which they are general partners.
(b) The certificate of merger or consolidation shall set forth: (1) The plan of merger or consolidation; and (2) as to each merging or consolidating limited partnership, a statement of the vote of limited partners required to adopt the plan of merger or consolidation and the vote for the plan; and (3) if the survivor is a foreign limited partnership, and is to transact business in this state, a statement that such survivor shall comply with the provisions of this chapter respecting such limited partnerships, and in every case a statement irrevocably appointing the Secretary of the State as its attorney to accept service of process in any action, suit or proceeding for the enforcement of any obligations of any domestic merging or consolidating limited partnership for which it is liable pursuant to subsection (c) of section 34-33f, to the plan of merger or consolidation, or to the laws governing such foreign limited partnership. If such appointment is not made, legal process in any such action, suit or proceeding may be served upon the Secretary of the State as provided in subsection (b) of section 34-38q as attorney for such survivor.
(c) The copy of the certificate of merger or consolidation, certified by the Secretary of the State, may also be filed for record in the records of deeds in the office of the town clerk in any town in this state. For such recording, the town clerk shall charge and collect the same fee as in the case of deeds.
(d) A certificate of merger or consolidation shall act as a certificate of cancellation for a domestic limited partnership which is not the survivor in the merger or consolidation. A certificate of merger shall act as a certificate of amendment for a domestic limited partnership which survives such merger, to the extent provided by the plan of merger. In the case of a consolidation, the certificate of limited partnership set forth in the certificate of consolidation shall be the certificate of limited partnership of the new limited partnership.
(P.A. 93-363, S. 30; P.A. 03-18, S. 57; P.A. 11-241, S. 43.)
History: P.A. 03-18 amended Subsec. (a) by replacing “Any domestic limited partnership merging or consolidating under this section” with “After a plan of merger or consolidation is approved pursuant to Sec. 34-33c, the survivor”, adding reference to any merging limited partnership that is a party to the certificate of merger and replacing reference to surviving limited partnership with reference to survivor in Subdiv. (1), adding references to any consolidating limited partnership that is a party to the certificate of consolidation, “other entity” and “other applicable law” in Subdiv. (2), adding reference to general partners in Subdiv. (3) and making technical changes, amended Subsec. (b) by adding provision re requirements of statutes under which other entity is organized or governed and replacing references to surviving or new limited partnership with references to survivor, and amended Subsec. (d) by replacing reference to surviving or new limited partnership with reference to survivor and adding provision re if the new entity is a limited partnership, effective July 1, 2003; P.A. 11-241 deleted provisions re other entity and made conforming changes, effective January 1, 2014.
Structure Connecticut General Statutes
Chapter 610 - Uniform Limited Partnership Act
Section 34-10. - Formation of limited partnership; certificate of limited partnership.
Section 34-10a. - Execution of certificates.
Section 34-10b. - Filing requirements.
Section 34-10d. - Delivery of certificates to limited partners.
Section 34-11. - Authorized types of business.
Section 34-12. - Form of contributions by partner.
Section 34-13a. - Reservation of name.
Section 34-13b. - Specified office and agent for service of process.
Section 34-13c. - Records to be kept.
Section 34-13e. - Annual report.
Section 34-13f. - Failure to file report. Incorrect report.
Section 34-14. - Liability for false statement in certificates.
Section 34-15. - Liability of limited partners to third parties.
Section 34-15a. - Voting rights of limited partners.
Section 34-15b. - Voting rights of general partners.
Section 34-16. - Admission of additional limited partners.
Section 34-17. - General powers and liabilities of general partners.
Section 34-17a. - Admission of additional general partners.
Section 34-18. - Rights of limited partner.
Section 34-19. - Person erroneously believing himself a limited partner not a general partner, when.
Section 34-20a. - Sharing of profits and losses by partners.
Section 34-20b. - Distributions and allocation of cash or other assets to partners.
Section 34-20c. - Distributions in cash to partner; distributions in kind, when permitted.
Section 34-20e. - Partner's right to distribution.
Section 34-21. - Business transactions of partner with partnership.
Section 34-24. - Limitation on amount of distribution.
Section 34-25a. - Liability of partner upon return of any part of his contribution.
Section 34-26. - Nature of partnership interest.
Section 34-27b. - Withdrawal of general partner; damages.
Section 34-27c. - Withdrawal of limited partner; notice.
Section 34-28. - Person ceases to be general partner, when.
Section 34-28a. - Nonjudicial dissolution of limited partnership.
Section 34-28b. - Judicial dissolution of limited partnerships.
Section 34-28c. - Winding up of limited partnership.
Section 34-30. - Rights of judgment creditor to charge partnership interest of partner.
Section 34-31. - Order of distribution of assets upon winding up of limited partnership.
Section 34-32. - Amendment of certificate.
Section 34-32a. - Cancellation of certificate.
Section 34-32c. - Reinstatement after cancellation.
Section 34-33. - Amendment or cancellation of certificate by court order.
Section 34-33a. - Merger of limited partnerships.
Section 34-33b. - Consolidation of limited partnerships.
Section 34-33c. - Approval of plan of merger or consolidation by general and limited partners.
Section 34-33d. - Certificate of merger or consolidation.
Section 34-33e. - Effective date of merger or consolidation. Abandonment.
Section 34-33f. - Effect of merger or consolidation.
Section 34-34. - Contributor as party to proceedings affecting partnership.
Section 34-34a. - Derivative actions, right of action by limited partner.
Section 34-34b. - Derivative actions, proper plaintiff.
Section 34-34c. - Derivative actions, pleading.
Section 34-34d. - Derivative actions, expenses.
Section 34-35. - Citation of chapter.
Section 34-36. - Construction of chapter.
Section 34-37. - Applicability of the rules of law and equity.
Section 34-38. - Partnerships formed prior to October 1, 1979.
Section 34-38b. - Partnerships existing on October 1, 1986.
Section 34-38f. - Foreign limited partnerships, governing law.
Section 34-38g. - Foreign limited partnerships, registration with Secretary of the State.
Section 34-38h. - Foreign limited partnerships, issuance of registration by Secretary of the State.
Section 34-38i. - Foreign limited partnerships, name under which registered.
Section 34-38j. - Foreign limited partnerships, changes and amendments to registration.
Section 34-38k. - Foreign limited partnerships, cancellation of registration.
Section 34-38l. - Foreign limited partnerships, transaction of business without registration.
Section 34-38n. - Fees payable to the Secretary of the State for limited partnership documents.
Section 34-38p. - Foreign limited partnerships. Appointment of agent for service of process.
Section 34-38q. - Foreign limited partnerships, service of process upon statutory agent.
Section 34-38s. - Foreign limited partnerships. Annual report.
Section 34-38t. - Foreign limited partnerships. Failure to file report. Incorrect report.
Section 34-38u. - Foreign limited partnerships. Revocation of certificate of registration.