MERGER AND INTEREST EXCHANGE

Conn. Gen. Stat. tit. 34, ch. 613a, pt. PART X

in effect

Conn. Gen. Stat. § 34-279 Definitions.

34-279. Definitions. As used in this section and sections 34-279a to 34-279q, inclusive: (1) “Interest exchange” means a transaction authorized by sections 34-279m to 34-279q, inclusive. (2) “Merger” means a transaction in which two or more merging limited liability companies and foreign limited liability companies are combined into a surviving limited liability company pursuant to a filing with the Secretary of the State pursuant to section 34-279j. (3) “Merging limited liability company” means a limited liability company or foreign limited liability company that is party to a merger. (4) “Organic law” means, with respect to a limited liability company, the provisions of sections 34-243 to 34-283d, inclusive, as in effect in this state from time to time, and with respect to a foreign limited liability company, the law of the governing jurisdiction governing the internal affairs of a foreign limited liability company. (5) “Organizational documents” means the certificate of organization and operating agreement of a limited liability company or a foreign limited liability company, or comparable records of a foreign limited liability company as provided in its organic law. (6) “Plan” means a plan of merger or interest exchange. (7) “Protected agreement” means: (A) A record evidencing indebtedness and any related agreement in effect on or after July 1, 2017; (B) an agreement that is binding on a limited liability company or foreign limited liability company on or after July 1, 2017; (C) the organizational documents of a limited liability company in effect on or after July 1, 2017; or (D) an agreement that is binding on any of the members or managers of a limited liability company or foreign limited liability company on or after July 1, 2017. (8) “Surviving limited liability company” means a limited liability company or foreign limited liability company into which one or more other limited liability companies and foreign limited liability companies are merged whether the surviving limited liability company preexisted the merger or was created by the merger. (P.A. 16-97, S. 80.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-279a Applicability of other statutes.

34-279a. Applicability of other statutes. (a) Unless displaced by the particular provisions of sections 34-279 to 34-279q, inclusive, the principles of law and equity shall supplement said sections. (b) Sections 34-279 to 34-279q, inclusive, shall not authorize any action prohibited by law or affect the application or requirements of law other than said sections. (P.A. 16-97, S. 81.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-279b Required notice or approval.

34-279b. Required notice or approval. (a) A limited liability company or foreign limited liability company that is required to give notice to, or obtain the approval of, a governmental agency or officer of this state to be a party to a merger must give the notice or obtain the approval to be a party to an interest exchange. (b) Property held for a charitable purpose under the law of this state by a limited liability company or foreign limited liability company immediately before a transaction under sections 34-279 to 34-279q, inclusive, becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised or otherwise transferred unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law dealing with nondiversion of charitable assets, the limited liability company or foreign limited liability company provides notice to the Attorney General and obtains an appropriate order of a court of competent jurisdiction specifying the disposition of the property. (c) A bequest, devise, gift, grant or promise contained in a will or other instrument of donation, subscription or conveyance that is made to a merging limited liability company that is not the surviving limited liability company and that takes effect or remains payable after the merger inures to the surviving limited liability company. A trust obligation that would govern property if transferred to the merging limited liability company that does not survive the merger applies to property that is transferred to the surviving limited liability company under this section. (P.A. 16-97, S. 82; P.A. 17-48, S. 9.) History: P.A. 16-97 effective July 1, 2017; P.A. 17-48 amended Subsec. (b) to make a technical change.

Conn. Gen. Stat. § 34-279c Status of filings.

34-279c. Status of filings. A filing under sections 34-279 to 34-279q, inclusive, signed by a limited liability company becomes part of the organizational documents of the limited liability company. (P.A. 16-97, S. 83.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-279d Nonexclusivity.

34-279d. Nonexclusivity. (a) The fact that a transaction under sections 34-279 to 34-279q, inclusive, produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law. (b) Sections 34-279 to 34-279q, inclusive, do not preclude a limited liability company from being merged, converted or domesticated under law other than said sections. (P.A. 16-97, S. 84.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-279e Plan reference to external facts.

34-279e. Plan reference to external facts. A plan may refer to facts ascertainable outside the plan, provided the manner in which the facts shall operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination or action is within the control of a party to the transaction. (P.A. 16-97, S. 85.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-279f Applicability of appraisal rights.

34-279f. Applicability of appraisal rights. (a) Subject to subsection (b) of this section, nothing in sections 34-243 to 34-283d, inclusive, shall be construed to grant by law appraisal rights to a member of a merging limited liability company pursuant to a merger under sections 34-279h to 34-279k, inclusive, or an acquired limited liability company pursuant to sections 34-279l to 34-279q, inclusive, in connection with the transaction. (b) A member of a merging limited liability company pursuant to a merger under sections 34-279h to 34-279k, inclusive, or an acquired limited liability company pursuant to sections 34-279l to 34-279q, inclusive, is entitled to contractual appraisal rights in connection with the transaction to the extent provided in: (1) The limited liability company's organizational documents; or (2) the plan. (P.A. 16-97, S. 86.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-279g Excluded entities and transactions.

34-279g. Excluded entities and transactions. Sections 34-279 to 34-279q, inclusive, shall not be used to effect a transaction that is a merger or interest exchange governed by sections 34-243 to 34-283d, inclusive, involving a limited liability company organized to render professional services unless the transaction involves another limited liability company or foreign limited liability company organized to render the same professional service permitted to be performed by a limited liability company pursuant to subsection (c) of section 34-243h, or to render two or more professional services permitted to be performed by a limited liability company pursuant to subsection (d) of section 34-243h. (P.A. 16-97, S. 87.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-279h Merger authorized.

34-279h. Merger authorized. (a) A limited liability company may merge with one or more other merging limited liability companies into a surviving limited liability company pursuant to this section and sections 34-279i to 34-279k, inclusive, and a plan of merger, if: (1) The organic law of each of the other merging limited liability companies authorizes the merger; (2) the merger is not prohibited by the law of the governing jurisdiction of the other merging limited liability companies or by any federal law; and (3) each of the other merging limited liability companies complies with its organic law in effecting the merger. (b) A plan of merger must be in a record and must include: (1) The name and form of each merging limited liability company; (2) the name and form of the surviving limited liability company and, if the surviving organization is to be created by the merger, a statement to that effect; (3) the terms and conditions of the merger, including the manner and basis for converting the transferable interests in each merging limited liability company into any combination of money, transferable interests in the surviving limited liability company, and other consideration; (4) if the surviving limited liability company is to be created by the merger, the surviving limited liability company's organizational documents that are proposed to be in a record; and (5) if the surviving limited liability company is not to be created by the merger, any amendments to be made by the merger to the surviving limited liability company's organizational documents that are, or are proposed to be, in a record. (P.A. 16-97, S. 88.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-279i Action on plan of merging limited liability company.

34-279i. Action on plan of merging limited liability company. (a) Unless otherwise provided in the certificate of organization or operating agreement of the limited liability company, a plan of merger must be consented to by two-thirds in interest of the members of the limited liability company. (b) Subject to any contractual rights, after a merger is approved, and at any time before a certificate of merger becomes effective, a merging limited liability company may amend the plan of merger or abandon the merger: (1) As provided in the plan; or (2) except as otherwise prohibited in the plan, with the same consent as was required to approve the plan. (P.A. 16-97, S. 89; P.A. 17-108, S. 41.) History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 amended Subsec. (b) by replacing “articles of merger are delivered to the Secretary of the State for filing under section 34-279j” with “a certificate of merger becomes effective” and by replacing “amend the plan” with “amend the plan of merger”, effective July 1, 2017.

Conn. Gen. Stat. § 34-279j Filings required for merger. Effective date.

34-279j. Filings required for merger. Effective date. (a) After each merging limited liability company has approved a merger, a certificate of merger must be signed on behalf of each merging limited liability company, as provided in subsection (a) of section 34-247b. (b) A certificate of merger under this section must include: (1) The name of each merging limited liability company and its governing jurisdiction; (2) The name of the surviving limited liability company, its governing jurisdiction, and, if the surviving limited liability company is created by the merger, a statement to that effect; (3) The date the merger is effective under the organic law of the surviving limited liability company; (4) If the surviving limited liability company is to be created by the merger and is a limited liability company, the surviving limited liability company's certificate of organization, as an attachment; (5) If the surviving limited liability company preexists the merger, any amendments provided for in the plan of merger for the organizational document that created the surviving limited liability company that are in a public record; (6) A statement as to each merging limited liability company that the merger was approved as required by the merging limited liability company's organic law; (7) If the surviving limited liability company is a foreign limited liability company not authorized to transact business in this state, the street and mailing addresses of an office that the Secretary of the State may use for the purposes of subsection (b) of section 34-279k; (8) If the certificate of merger is not to be effective upon filing, the date and time when it shall become effective; and (9) Any additional information required by the organic law of any merging limited liability company. (c) In addition to the requirements of subsection (b) of this section, the certificate of merger may contain any other provision not prohibited by law. (d) The surviving limited liability company shall deliver the certificate of merger for filing in the office of the Secretary of the State. (e) A merger becomes effective when the certificate of merger is effective under section 34-247f. (P.A. 16-97, S. 90; P.A. 17-108, S. 42.) History: P.A. 16-97 effective July 1, 2017; P.A. 17-108 amended Subsec. (d) by replacing “each merging limited liability company” with “the surviving limited liability company”, effective July 1, 2017.

Conn. Gen. Stat. § 34-279k Effect of merger.

34-279k. Effect of merger. (a) When a merger becomes effective: (1) The surviving limited liability company continues or comes into existence; (2) Each merging limited liability company that merges into the surviving limited liability company ceases to exist as a separate entity; (3) All property owned by each merging limited liability company that ceases to exist vests in the surviving limited liability company; (4) All debts, obligations or other liabilities of each merging limited liability company that ceases to exist continue as debts, obligations or other liabilities of the surviving limited liability company; (5) An action or proceeding pending by or against any merging limited liability company that ceases to exist may be continued as if the merger had not occurred; (6) Except as prohibited by other law, all of the rights, privileges, immunities, powers and purposes of each merging limited liability company that ceases to exist vest in the surviving limited liability company; (7) Except as otherwise provided in the plan of merger, the terms and conditions of the plan of merger take effect; (8) Except as otherwise agreed, if a merging limited liability company ceases to exist, the merger does not dissolve the limited liability company for the purposes of sections 34-267 to 34-267g, inclusive; (9) If the surviving limited liability company is created by the merger, the certificate of organization becomes effective; and (10) If the surviving limited liability company preexisted the merger, any amendments provided for in the articles of merger for the organizational document that created the limited liability company become effective. (b) A surviving limited liability company that is a foreign limited liability company consents to the jurisdiction of the courts of this state for the enforcement of any debt, obligation or other liability owed by a merging limited liability company if before the merger the merging limited liability company was subject to suit in this state on the debt, obligation or other liability. A surviving limited liability company that is a foreign limited liability company and not authorized to transact business in this state appoints the Secretary of the State as its agent for service of process for the purposes of enforcing a debt, obligation, or other liability under this subsection. Service on the Secretary of the State under this subsection must be made in the same manner and has the same consequences as in subsections (c) and (d) of section 34-243r. (c) The transferable interests in a limited liability company that are to be converted under the terms of the plan of merger are so converted, and the former holders thereof are entitled only to the rights provided in the plan of merger and to any appraisal rights they have under section 34-279f and the merging limited liability company's organic law. (P.A. 16-97, S. 91.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-279l Interest exchange authorized.

34-279l. Interest exchange authorized. (a) By complying with the provisions of this section and sections 34-279m to 34-279q, inclusive: (1) A limited liability company may acquire all of one or more classes or series of transferable interests of another limited liability company or a foreign limited liability company in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; or (2) all of one or more classes or series of transferable interests of a limited liability company may be acquired by another limited liability company or a foreign limited liability company in exchange for interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing. (b) By complying with the provisions with this section and sections 34-279m to 34-279q, inclusive, a foreign limited liability company may be the acquiring or acquired limited liability company in an interest exchange under this section and sections 34-279m to 34-279q, inclusive, if the interest exchange is authorized by the organic law of the foreign limited liability company. (c) If a protected agreement contains a provision that applies to a merger of a domestic limited liability company but does not refer to an interest exchange, the provision applies to an interest exchange in which the domestic limited liability company is the acquired entity as if the interest exchange were a merger until the provision is amended after July 1, 2017. (P.A. 16-97, S. 92.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-279m Plan of interest exchange.

34-279m. Plan of interest exchange. (a) A limited liability company may be the acquired limited liability company in an interest exchange under sections 34-279l to 34-279q, inclusive, by approving a plan of interest exchange. The plan must be in a record and contain: (1) The name of the acquired limited liability company; (2) the name and the governing jurisdiction of the acquiring limited liability company or foreign limited liability company; (3) the manner of converting the transferable interests in the acquired limited liability company into interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing; (4) any proposed amendments to the certificate of organization or operating agreement that are, or are proposed to be, in a record of the acquired limited liability company; (5) the other terms and conditions of the interest exchange; and (6) any other provision required by the law of this state or the organizational documents of the acquired limited liability company. (b) In addition to the requirements of subsection (a) of this section, a plan of interest exchange may contain any other provision not prohibited by law. (P.A. 16-97, S. 93.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-279n Approval of interest exchange.

34-279n. Approval of interest exchange. (a) Unless otherwise provided in the certificate of organization or operating agreement of the limited liability agreement, a plan of interest exchange is not effective unless it has been approved by two-thirds in interest of the members of an acquired limited liability company entitled to vote on or consent to any matter. (b) An interest exchange involving a foreign limited liability company is not effective unless it is approved by the foreign limited liability company in accordance with the organic law of the foreign limited liability company. (c) Except as otherwise provided in its organic law or organizational documents, the members of the acquiring limited liability company or foreign limited liability company are not required to approve the interest exchange. (P.A. 16-97, S. 94.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-279o Amendment or abandonment of plan of interest exchange.

34-279o. Amendment or abandonment of plan of interest exchange. (a) A plan of interest exchange may be amended only with the consent of each party to the plan, except as otherwise provided in the plan. (b) An acquired limited liability company may approve an amendment of a plan of interest exchange: (1) In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or (2) by the managers or members of the limited liability company in the manner provided in the plan, but a member that was entitled to vote on or consent to approval of the interest exchange is entitled to vote on or consent to any amendment of the plan that will change: (A) The amount or kind of interests, securities, obligations, money, other property, rights to acquire interests or securities, or any combination of the foregoing, to be received by any of the members of the acquired limited liability company under the plan; (B) the certificate of organization or operating agreement of the acquired company that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the members of the acquired limited liability company under sections 34-243 to 34-283d, inclusive, or the operating agreement; or (C) any other terms or conditions of the plan, if the change would adversely affect the member in any material respect. (c) After a plan of interest exchange has been approved and before a certificate of interest exchange becomes effective, the plan may be abandoned as provided in the plan. Unless prohibited by the plan, an acquired limited liability company may abandon the plan in the same manner as the plan was approved. (d) If a plan of interest exchange is abandoned after a certificate of interest exchange has been delivered to the Secretary of the State for filing and before the certificate of interest exchange becomes effective, a certificate of abandonment, signed by the acquired limited liability company, must be delivered to the Secretary of the State for filing before the certificate of interest exchange becomes effective. The certificate of abandonment takes effect on filing, and the interest exchange is abandoned and does not become effective. The certificate of abandonment must contain: (1) The name of the acquired limited liability company; (2) the date on which the certificate of interest exchange was delivered to the Secretary of the State for filing; and (3) a statement that the interest exchange has been abandoned in accordance with this section. (P.A. 16-97, S. 95.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-279p Certificate of interest exchange. Effective date of interest exchange.

34-279p. Certificate of interest exchange. Effective date of interest exchange. (a) A certificate of interest exchange must be signed by an acquired limited liability company and delivered to the Secretary of the State for filing. (b) A certificate of interest exchange must contain: (1) The name of the acquired limited liability company; (2) the name and governing jurisdiction of the acquiring limited liability company or foreign limited liability company; (3) a statement that the plan of interest exchange was approved by the acquired limited liability company in accordance with sections 34-279l to 34-279q, inclusive; (4) if the certificate of interest exchange is not to be effective upon filing, the date and time when it shall become effective; and (5) any amendments to the acquired limited liability company's certificate of organization approved as part of the plan of interest exchange. (c) In addition to the requirements of subsection (b) of this section, a certificate of interest exchange may contain any other provision not prohibited by law. (d) A plan of interest exchange that is signed by an acquired limited liability company and meets all the requirements of subsection (b) of this section may be delivered to the Secretary of the State for filing instead of a certificate of interest exchange and on filing has the same effect. If a plan of interest exchange is filed as provided in this subsection, references in sections 34-279 to 34-279q, inclusive, to a certificate of interest exchange refer to the plan of interest exchange filed under this subsection. (e) An interest exchange becomes effective when the certificate of interest exchange is effective under section 34-247f. (P.A. 16-97, S. 96.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. § 34-279q Effect of interest exchange.

34-279q. Effect of interest exchange. (a) When an interest exchange in which the acquired entity is a limited liability company becomes effective: (1) The transferable interests in a limited liability company that are the subject of the interest exchange cease to exist or are converted or exchanged, and the members holding those transferable interests are entitled only to the rights provided to them under the plan of interest exchange and to any appraisal rights they have under section 34-279f; (2) the acquiring limited liability company or foreign limited liability company becomes the holder of the transferable interests in the acquired limited liability company set forth in the plan of interest exchange to be acquired by the acquiring limited liability company or foreign limited liability company; (3) the certificate of organization of the acquired limited liability company is amended as provided in the certificate of interest exchange; and (4) the provisions of the operating agreement of the acquired limited liability company that are to be in a record, if any, are amended to the extent provided in the plan of interest exchange. (b) Except as otherwise provided in the operating agreement of an acquired limited liability company, the interest exchange does not give rise to any rights that a member, manager or third party would otherwise have upon a dissolution, liquidation or winding up of the acquired limited liability company. (c) The transferable interests in a limited liability company that are to be exchanged under the terms of the plan of interest exchange are so exchanged, and the former holders thereof are entitled only to the rights provided in the plan of interest exchange and to any appraisal rights they have under section 34-279f and the acquired limited liability company's organic law. (P.A. 16-97, S. 97.) History: P.A. 16-97 effective July 1, 2017.

Conn. Gen. Stat. §§ 34-280 to 34-282

34-280 to 34-282. Reserved for future use.

Source: Connecticut General Assembly (cga.ct.gov)URL: https://www.cga.ct.gov/current/pub/chap_613a.htmFetched: 10/20/2026