State Codes and Statutes

Statutes > Connecticut > Title34 > Chap613 > Sec34-195

      Sec. 34-195. Plan of merger or consolidation. (a) Each limited liability company or other entity that is a party to a proposed merger or consolidation shall enter into a written plan of merger or consolidation, which shall be approved in accordance with section 34-194.

      (b) The plan of merger or consolidation shall set forth: (1) The name of each limited liability company and other entity that is a party to the merger or consolidation and the name of the survivor in a merger or the new limited liability company in a consolidation; (2) the terms and conditions of the proposed merger or consolidation; (3) the manner and basis of converting the interests in each limited liability company or other entity in the merger or consolidation into interests of the surviving or new limited liability company or other entity or, in whole or in part, into cash or other property; (4) in the case of a merger, such amendments to the organizational documents of the survivor as are desired to be effected by the merger, or that no such changes are desired; (5) in the case of a consolidation, all of the statements required to be set forth in the organizational documents of the survivor; and (6) such other provisions relating to the proposed merger or consolidation as are deemed necessary or desirable. If the merger or consolidation involves an other entity, a written plan of merger or consolidation that meets the requirements for merger or consolidation of the statutes under which such other entity is organized or by which it is governed shall be deemed to meet the requirements for a plan of merger or consolidation under this section.

      (P.A. 93-267, S. 66; P.A. 03-18, S. 65.)

      History: P.A. 03-18 amended Subsec. (a) by adding provision re other entity and amended Subsec. (b) by adding provisions re other entity and re party to the merger or consolidation, replacing references to surviving limited liability company with references to survivor and references to articles of organization of the surviving or any new limited liability company with references to organizational documents of the survivor and adding provisions re plan of merger or consolidation meeting requirements of statutes under which other entity is organized or governed, effective July 1, 2003.