Connecticut General Statutes 34-389 – Effect of merger
(a) When a merger takes effect:
Terms Used In Connecticut General Statutes 34-389
- another: may extend and be applied to communities, companies, corporations, public or private, limited liability companies, societies and associations. See Connecticut General Statutes 1-1
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- 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.
- Service of process: The service of writs or summonses to the appropriate party.
- Statute: A law passed by a legislature.
(1) The separate existence of every partnership that is a party to the merger, other than the survivor, ceases;
(2) All property owned by each of the merged partnerships vests in the survivor;
(3) All obligations of every partnership that is a party to the merger become the obligations of the survivor; and
(4) An action or proceeding pending against a partnership that is a party to the merger may be continued as if the merger had not occurred, or the survivor may be substituted as a party to the action or proceeding.
(b) The Secretary of the State is the agent for service of process in an action or proceeding against a surviving foreign partnership to enforce an obligation of a domestic partnership that is a party to a merger. Upon receipt of process, the Secretary of the State shall mail a copy of the process to the surviving foreign partnership.
(c) A partner of a surviving partnership is liable for:
(1) All obligations of a party to the merger for which the partner was personally liable before the merger;
(2) All other obligations of the survivor incurred before the merger by a party to the merger, but those obligations may be satisfied only out of property of the survivor; and
(3) All obligations of the survivor incurred after the merger takes effect.
(d) If the obligations incurred before the merger by a party to the merger that is a partnership are not satisfied out of the property of the survivor, the general partners of that party immediately before the effective date of the merger shall contribute the amount necessary to satisfy that party’s obligations to the survivor, in the manner provided in § 34-378 or in sections 34-9 to 34-38r, inclusive, of the jurisdiction in which the party was organized, as the case may be, as if the merged party were dissolved.
(e) A partner of a party to a merger between or among partnerships who does not become a partner of the survivor is dissociated from the entity, of which that partner was a partner, as of the date the merger takes effect. The survivor shall cause the partner’s interest in the entity to be purchased under § 34-362 or another statute specifically applicable to that partner’s interest with respect to a merger. The survivor is bound under § 34-363 by an act of a general partner dissociated under this subsection, and the partner is liable under § 34-364 for transactions entered into by the survivor after the merger takes effect.
(f) Any partner of a partnership that is a party to a merger who, prior to the merger, was obligated for any of the liabilities or obligations of the partnership shall not be released by reason of the merger from any such liabilities or obligations arising prior to the effective time of the merger.