Connecticut General Statutes 34-611 – Merger authorized
(a) Except as provided in subsection (c) of this section, by complying with this part, (1) one or more domestic entities may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity, and (2) two or more foreign entities may merge into a domestic entity.
Terms Used In Connecticut General Statutes 34-611
- Foreign entity: means an entity other than a domestic entity. See Connecticut General Statutes 34-600
- 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.
- Liability: means a debt, obligation or any other liability arising in any manner, regardless of whether it is secured or contingent. See Connecticut General Statutes 34-600
- Merger: means a transaction in which two or more merging entities are combined into a surviving entity pursuant to a filing with the Secretary of the State. See Connecticut General Statutes 34-600
- Surviving entity: means the entity that continues in existence after a merger or that is created by a merger. See Connecticut General Statutes 34-600
(b) Except as provided in subsection (c) of this section, by complying with the provisions of this part applicable to foreign entities, a foreign entity may be a party to a merger under this part or may be the surviving entity in such a merger, provided the merger is authorized by the law of the foreign entity’s jurisdiction of organization.
(c) The provisions of this part shall not apply to a transaction involving:
(1) A merger between any two or more domestic corporations or one or more domestic corporations and one or more foreign corporations pursuant to chapter 601;
(2) A merger between any two or more domestic limited partnerships or one or more domestic limited partnerships and one or more foreign limited partnerships pursuant to chapter 610;
(3) A merger between two or more partnerships or limited liability partnerships pursuant to chapter 614;
(4) A merger between any two or more domestic limited liability companies or one or more domestic limited liability companies and one or more foreign limited liability companies pursuant to chapter 613; or
(5) A merger involving any entity referenced in § 34-608.