(a) A plan of domestication shall not be effective unless it has been approved:
(1) By a domestic domesticating entity (A) in accordance with the requirements, if any, in its organic rules for approval of a domestication; (B) if its organic rules do not provide for approval of a domestication, in accordance with the requirements, if any, in its organic law and organic rules for approval of (i) in the case of an entity that is not a business corporation, a merger, as if the domestication were a merger; or (ii) in the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the domestication were that type of merger; or (C) if neither its organic law nor organic rules provide for approval of a domestication or a merger described in subparagraph (B)(ii) of this subdivision, by all of the interest holders of the entity entitled to vote on or consent to any matter; and
(2) In a record, by each interest holder of a domestic domesticating entity that shall have interest holder liability for liabilities that arise after the domestication becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation, (A) the organic rules of the entity in a record provide for the approval of a domestication or merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and (B) the interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.
(b) A domestication of a foreign domesticating entity shall not be effective unless it is approved in accordance with the law of the foreign entity's jurisdiction of organization.
(P.A. 11-241, S. 30.)
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.