Sec. 33-818. Merger of subsidiary. - Connecticut Statutes

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Statutes > Connecticut > Title33 > Chap601 > Sec33-818

      Sec. 33-818. Merger of subsidiary. (a) A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least ninety per cent of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may merge the subsidiary into itself or into another such subsidiary, or merge itself into the subsidiary, unless (1) the certificate of incorporation of any of the corporations otherwise provides, and (2) in the case of a foreign subsidiary, approval by the foreign subsidiary's board of directors or shareholders is required by the law under which the subsidiary is organized or by which it is governed.

      (b) If approval of a merger by the subsidiary's shareholders is not required under subsection (a) of this section, the parent corporation shall, within ten days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective.

      (c) Except as provided in subsections (a) and (b) of this section, a merger between a parent and a subsidiary shall be governed by the provisions of sections 33-815 to 33-829, inclusive, applicable to mergers generally.

      (P.A. 94-186, S. 135, 215; P.A. 96-271, S. 104, 105, 254; P.A. 03-18, S. 21.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of merger with "certificate" of merger and "articles" of incorporation with "certificate" of incorporation where appearing, effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by replacing former provisions with provisions re merger of domestic or foreign subsidiary corporation with domestic parent corporation or another subsidiary, deleted former Subsecs. (b), (c), (d) and (e) re plan and certificate of merger, added new Subsec. (b) re notice to subsidiary's shareholders and added new Subsec. (c) re applicable law, effective July 1, 2003.

      Annotations to former section 33-370:

      Cited. 178 C. 262.

      Cited. 44 CS 12.

State Codes and Statutes

Statutes > Connecticut > Title33 > Chap601 > Sec33-818

      Sec. 33-818. Merger of subsidiary. (a) A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least ninety per cent of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may merge the subsidiary into itself or into another such subsidiary, or merge itself into the subsidiary, unless (1) the certificate of incorporation of any of the corporations otherwise provides, and (2) in the case of a foreign subsidiary, approval by the foreign subsidiary's board of directors or shareholders is required by the law under which the subsidiary is organized or by which it is governed.

      (b) If approval of a merger by the subsidiary's shareholders is not required under subsection (a) of this section, the parent corporation shall, within ten days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective.

      (c) Except as provided in subsections (a) and (b) of this section, a merger between a parent and a subsidiary shall be governed by the provisions of sections 33-815 to 33-829, inclusive, applicable to mergers generally.

      (P.A. 94-186, S. 135, 215; P.A. 96-271, S. 104, 105, 254; P.A. 03-18, S. 21.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of merger with "certificate" of merger and "articles" of incorporation with "certificate" of incorporation where appearing, effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by replacing former provisions with provisions re merger of domestic or foreign subsidiary corporation with domestic parent corporation or another subsidiary, deleted former Subsecs. (b), (c), (d) and (e) re plan and certificate of merger, added new Subsec. (b) re notice to subsidiary's shareholders and added new Subsec. (c) re applicable law, effective July 1, 2003.

      Annotations to former section 33-370:

      Cited. 178 C. 262.

      Cited. 44 CS 12.

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State Codes and Statutes

Statutes > Connecticut > Title33 > Chap601 > Sec33-818

      Sec. 33-818. Merger of subsidiary. (a) A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least ninety per cent of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may merge the subsidiary into itself or into another such subsidiary, or merge itself into the subsidiary, unless (1) the certificate of incorporation of any of the corporations otherwise provides, and (2) in the case of a foreign subsidiary, approval by the foreign subsidiary's board of directors or shareholders is required by the law under which the subsidiary is organized or by which it is governed.

      (b) If approval of a merger by the subsidiary's shareholders is not required under subsection (a) of this section, the parent corporation shall, within ten days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective.

      (c) Except as provided in subsections (a) and (b) of this section, a merger between a parent and a subsidiary shall be governed by the provisions of sections 33-815 to 33-829, inclusive, applicable to mergers generally.

      (P.A. 94-186, S. 135, 215; P.A. 96-271, S. 104, 105, 254; P.A. 03-18, S. 21.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced "articles" of merger with "certificate" of merger and "articles" of incorporation with "certificate" of incorporation where appearing, effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by replacing former provisions with provisions re merger of domestic or foreign subsidiary corporation with domestic parent corporation or another subsidiary, deleted former Subsecs. (b), (c), (d) and (e) re plan and certificate of merger, added new Subsec. (b) re notice to subsidiary's shareholders and added new Subsec. (c) re applicable law, effective July 1, 2003.

      Annotations to former section 33-370:

      Cited. 178 C. 262.

      Cited. 44 CS 12.