(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.
Structure Connecticut General Statutes
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 34-388. - 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 34-420. (Formerly Sec. 34-81c). - Domestic limited liability partnership: Annual report.
Section 34-422a. - Domestic limited liability partnership: Reinstatement after revocation.
Section 34-431. (Formerly Sec. 34-81l). - Foreign limited liability partnership: Annual report.