Connecticut General Statutes
Chapter 614 - Uniform Partnership Act. Limited Liability Partnerships
Section 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.

Structure Connecticut General Statutes

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 34-300. - Short title: Uniform Partnership Act.

Section 34-301. - Definitions.

Section 34-302. - Knowledge and notice.

Section 34-303. - Effect of partnership agreement. Nonwaivable provisions.

Section 34-304. - Supplemental principles of law.

Section 34-305. - Execution, filing and recording of statements.

Section 34-306. - Law governing internal relations.

Section 34-307. - Partnership subject to statutory amendment or repeal.

Section 34-313. - Partnership as entity.

Section 34-314. - Formation of partnership.

Section 34-315. - Partnership property.

Section 34-316. - When property is partnership property.

Section 34-322. - Partner as agent of partnership.

Section 34-323. - Transfer of partnership property.

Section 34-324. - Statement of partnership authority.

Section 34-325. - Statement of denial.

Section 34-326. - Partnership liable for partner's actionable conduct.

Section 34-327. - Liability of partner. Insurance.

Section 34-328. - Actions by and against partnership and partners.

Section 34-329. - Liability of purported partner.

Section 34-335. - Rights and duties of a partner.

Section 34-336. - Distributions in kind.

Section 34-337. - Rights and duties of a partner with respect to information.

Section 34-338. - General standards of conduct of a partner.

Section 34-339. - Actions by partnership and partners.

Section 34-340. - Continuation of partnership beyond definite term or particular undertaking.

Section 34-346. - Partner not co-owner of partnership property.

Section 34-347. - Partner's transferable interest in partnership.

Section 34-348. - Transfer of partner's transferable interest.

Section 34-349. - Partner's transferable interest subject to charging order.

Section 34-355. - Events causing partner's dissociation.

Section 34-356. - Partner's power to dissociate. Wrongful dissociation.

Section 34-357. - Effect of partner's dissociation.

Section 34-362. - Purchase of dissociated partner's interest.

Section 34-363. - Dissociated partner's power to bind and liability to partnership.

Section 34-364. - Dissociated partner's liability to other persons.

Section 34-365. - Statement of dissociation.

Section 34-366. - Continued use of partnership name.

Section 34-372. - Events causing dissolution and winding up of partnership business.

Section 34-373. - Partnership continues after dissolution.

Section 34-374. - Right to wind up partnership business.

Section 34-375. - Partner's power to bind partnership after dissolution.

Section 34-376. - Statement of dissolution.

Section 34-377. - Partner's liability to other partners after dissolution.

Section 34-378. - Settlement of accounts and contributions among partners.

Section 34-384. - Definitions.

Section 34-385 to 34-387. - Conversion of partnership to limited partnership. Conversion of limited partnership to partnership. Effect of conversion.

Section 34-388. - Merger of partnerships.

Section 34-389. - Effect of merger.

Section 34-390. - Statement of merger.

Section 34-391. - Nonexclusive.

Section 34-397. - Uniformity of application and construction.

Section 34-398. - Applicability.

Section 34-399. - Savings clause.

Section 34-400. (Formerly Sec. 34-81a). - Recognition and regulation of partnerships.

Section 34-406. (Formerly Sec. 34-81s). - Domestic and foreign limited liability partnerships: Name.

Section 34-407. (Formerly Sec. 34-81t). - Domestic and foreign limited liability partnerships: Reservation of name.

Section 34-408. (Formerly Sec. 34-81u). - Domestic and foreign limited liability partnerships: Statutory agent for service.

Section 34-409. (Formerly Sec. 34-81v). - Domestic and foreign limited liability partnerships: Amendment of certificate.

Section 34-410. (Formerly Sec. 34-81w). - Domestic and foreign limited liability partnerships: Execution of documents.

Section 34-411. (Formerly Sec. 34-81x). - Domestic and foreign limited liability partnerships: Filing of documents.

Section 34-412. (Formerly Sec. 34-81y). - Domestic and foreign limited liability partnerships: Interrogatories by Secretary of the State.

Section 34-413. (Formerly Sec. 34-81z). - Domestic and foreign limited liability partnerships: Fees payable to Secretary of the State.

Section 34-419. (Formerly Sec. 34-81b). - Domestic limited liability partnership: Filing of certificate.

Section 34-420. (Formerly Sec. 34-81c). - Domestic limited liability partnership: Annual report.

Section 34-421. (Formerly Sec. 34-81d). - Domestic limited liability partnership: Failure to file report. Incorrect report.

Section 34-422. (Formerly Sec. 34-81e). - Domestic limited liability partnership: Revocation of certificate.

Section 34-422a. - Domestic limited liability partnership: Reinstatement after revocation.

Section 34-423. (Formerly Sec. 34-81f). - Domestic limited liability partnership: Renunciation of status.

Section 34-429. (Formerly Sec. 34-81j). - Foreign limited liability partnership: Filing certificate of authority to transact business.

Section 34-430. (Formerly Sec. 34-81k). - Foreign limited liability partnership: Transacting business without filing certificate of authority.

Section 34-431. (Formerly Sec. 34-81l). - Foreign limited liability partnership: Annual report.

Section 34-432. (Formerly Sec. 34-81m). - Foreign limited liability partnership: Failure to file report. Incorrect report.

Section 34-433. (Formerly Sec. 34-81n). - Foreign limited liability partnership: Revocation of certificate of authority.

Section 34-434. (Formerly Sec. 34-81o). - Foreign limited liability partnership: Withdrawal of certificate of authority.