(a) Except as provided in subsection (c) of this section, by complying with this part, (1) one or more domestic entities may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity, and (2) two or more foreign entities may merge into a domestic entity.
(b) Except as provided in subsection (c) of this section, by complying with the provisions of this part applicable to foreign entities, a foreign entity may be a party to a merger under this part or may be the surviving entity in such a merger, provided the merger is authorized by the law of the foreign entity's jurisdiction of organization.
(c) The provisions of this part shall not apply to a transaction involving:
(1) A merger between any two or more domestic corporations or one or more domestic corporations and one or more foreign corporations pursuant to chapter 601;
(2) A merger between any two or more domestic limited partnerships or one or more domestic limited partnerships and one or more foreign limited partnerships pursuant to chapter 610;
(3) A merger between two or more partnerships or limited liability partnerships pursuant to chapter 614;
(4) A merger between any two or more domestic limited liability companies or one or more domestic limited liability companies and one or more foreign limited liability companies pursuant to chapter 613; or
(5) A merger involving any entity referenced in section 34-608.
(P.A. 11-241, S. 10.)
History: P.A. 11-241 effective January 1, 2014.
Structure Connecticut General Statutes
Chapter 616 - Entity Transactions
Section 34-600. - Definitions.
Section 34-601. - Relationship of chapter to other laws.
Section 34-602. - Required notice or approval.
Section 34-603. - Status of filings.
Section 34-604. - Nonexclusivity.
Section 34-605. - Reference to external facts.
Section 34-606. - Alternative means of approval of transactions.
Section 34-607. - Appraisal rights.
Section 34-608. - Excluded entities and transactions.
Section 34-611. - Merger authorized.
Section 34-612. - Plan of merger.
Section 34-613. - Approval of plan of merger.
Section 34-614. - Amendment or abandonment of plan of merger.
Section 34-615. - Certificate of merger; effective date.
Section 34-616. - Effect of merger.
Section 34-621. - Interest exchange authorized.
Section 34-622. - Plan of interest exchange.
Section 34-623. - Approval of interest exchange.
Section 34-624. - Amendment or abandonment of plan of interest exchange.
Section 34-625. - Certificate of interest exchange; effective date.
Section 34-626. - Effect of interest exchange.
Section 34-631. - Conversion authorized.
Section 34-632. - Plan of conversion.
Section 34-633. - Approval of plan of conversion.
Section 34-634. - Amendment or abandonment of plan of conversion.
Section 34-635. - Certificate of conversion; effective date.
Section 34-636. - Effect of conversion.
Section 34-641. - Domestication authorized.
Section 34-642. - Plan of domestication.
Section 34-643. - Approval of plan of domestication.
Section 34-644. - Amendment or abandonment of plan of domestication.
Section 34-645. - Statement of domestication; effective date.