Connecticut General Statutes 34-33e – Effective date of merger or consolidation. Abandonment
(a) Upon a filing of the certificate of merger or consolidation with the Secretary of the State as provided in § 34-33d, or at such later date as the certificate of merger or consolidation shall specify, the merger or consolidation shall become effective.
Terms Used In Connecticut General Statutes 34-33e
- Consolidation: means a business combination pursuant to §. See Connecticut General Statutes 34-9
- Merger: means a business combination pursuant to §. See Connecticut General Statutes 34-9
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Plan of merger: means a plan entered into pursuant to §. See Connecticut General Statutes 34-9
- State: means a state, territory, or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico. See Connecticut General Statutes 34-9
(b) Abandonment by a limited partnership of a merger or consolidation approved or provided in sections 34-33a to 34-33f, inclusive, shall not require further action or approval of the limited partners thereof or other persons whose vote was required to adopt such merger or consolidation unless the plan of merger or consolidation otherwise provides. No abandonment may be made after the merger or consolidation becomes effective. Any abandonment is subject to the rights of other parties.
(c) If a limited partnership has filed a certificate of merger or consolidation with an effective date later than the date of filing, and abandonment has occurred, the limited partnership may file a certificate of abandonment with the Secretary of the State executed as provided in § 34-10a by each of the abandoning limited partnerships which shall set forth: (1) The names of the abandoning limited partnerships, (2) the fact that a certificate of merger or consolidation was filed, (3) the date the merger or consolidation was abandoned and (4) such other provisions with respect to the abandonment as are deemed necessary or desirable.