Connecticut General Statutes 34-612 – Plan of merger
(a) A domestic entity may become a party to a merger under this part by approving a plan of merger. Such plan shall be in a record and contain:
Terms Used In Connecticut General Statutes 34-612
- 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.
- 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
- Merging entity: means an entity that is a party to a merger and exists immediately before the merger becomes effective. See Connecticut General Statutes 34-600
- Organic rules: means the public organic document and private organic rules of an entity. See Connecticut General Statutes 34-600
- Plan: means a plan of merger, interest exchange, conversion or domestication. See Connecticut General Statutes 34-600
- Private organic rules: means the rules, whether or not in a record, that govern the internal affairs of an entity, are binding on all of its interest holders and are not part of its public organic document, if any. See Connecticut General Statutes 34-600
- Public organic document: means the public record, the filing of which creates an entity and any amendment to or restatement of such record. See Connecticut General Statutes 34-600
- Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. 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
(1) As to each merging entity, the entity’s name, jurisdiction of organization and type;
(2) If the surviving entity is to be created in the merger, a statement to that effect and such entity’s name, jurisdiction of organization and type;
(3) The manner of converting the interests in each party to the merger into interests, securities, obligations, rights to acquire interests or securities, cash or other property, or any combination thereof;
(4) If the surviving entity exists before the merger, any proposed amendments to such entity’s public organic document or to such entity’s private organic rules that are, or are proposed to be, in a record;
(5) If the surviving entity is to be created in the merger, such entity’s proposed public organic document, if any, and the full text of such entity’s private organic rules that are proposed to be in a record;
(6) The other terms and conditions of the merger; and
(7) Any other provision required by the law of a merging entity’s jurisdiction of organization or the organic rules of a merging entity.
(b) A plan of merger may contain any other provision not prohibited by law.