State Codes and Statutes
Statutes > Connecticut > Title34 > Chap613 > Sec34-197Sec. 34-197. Effect of merger or consolidation. Upon the effectiveness of a merger or consolidation:
(1) The survivor shall be a limited liability company or other entity which, in the case of a merger, shall be the limited liability company or other entity designated in the plan of merger as the survivor and, in the case of a consolidation, shall be the new limited liability company or other entity provided for in the plan of consolidation.
(2) The separate existence of each limited liability company or other entity that is a party to the plan of merger or consolidation, except the survivor, shall cease.
(3) The survivor shall thereupon and thereafter possess all the rights, privileges, immunities and powers of each of the merging or consolidating limited liability companies or other entities and shall be subject to all the restrictions, disabilities and duties of each of the merging or consolidating limited liability companies or other entities.
(4) Any property, real, personal and mixed, and all debts due on whatever account, including promises to make capital contributions, and all other choses in action, and all and every other interest of or belonging to or due to each party to the merger or the consolidation shall be vested in the survivor without further act or deed.
(5) The title to all real estate, and any interest therein, vested in any party to the merger or the consolidation shall not revert or be in any way impaired by reason of such merger or consolidation.
(6) The survivor shall be responsible and liable for all liabilities and obligations of each of the limited liability companies or other entities that were merged or consolidated, and any claim existing or action or proceeding pending by or against any limited liability company or other entity that was a party to the merger or consolidation may be prosecuted as if such merger or consolidation had not taken place, or the survivor may be substituted in the action.
(7) Neither the rights of creditors nor any liens on the property of any limited liability company or other entity that is a party to the merger or consolidation shall be impaired by the merger or consolidation.
(8) The membership or other interests in a limited liability company or other entity that are to be converted or exchanged into interests, cash, obligations or other property under the terms of the plan of merger or consolidation are so converted, and the former holders thereof are entitled only to the rights provided in the plan of merger or consolidation or the rights otherwise provided by law.
(P.A. 93-267, S. 68; P.A. 03-18, S. 67.)
History: P.A. 03-18 replaced references to surviving or new limited liability company with references to survivor and added provisions re other entity throughout, amended Subdiv. (1) by replacing "limited liability companies party to the plan of merger or consolidation" with "survivor", amended Subdiv. (3) by replacing "is subject to" with "shall be subject to", amended Subdiv. (4) by replacing "All property" with "Any property" and replacing "each of the limited liability companies" with "each party to the merger or the consolidation", and amended Subdiv. (5) by replacing "any such limited liability company" with "any party to the merger or the consolidation", effective July 1, 2003.
