(a) A certificate of merger shall be signed on behalf of each merging entity and filed with the Secretary of the State.

Terms Used In Connecticut General Statutes 34-615

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • Filing entity: means an entity that is created by the filing of a public organic document. See Connecticut General Statutes 34-600
  • 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
  • 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
  • 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: means a plan of merger, interest exchange, conversion or domestication. 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
  • Qualified foreign entity: means a foreign entity that is authorized to transact business in this state 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) A certificate of merger shall contain:

(1) The name, jurisdiction of organization and type of each merging entity that is not the surviving entity;

(2) The name, jurisdiction of organization and type of the surviving entity;

(3) If the certificate of merger is not to be effective upon filing, the date and time when it shall become effective, which shall not be later than ninety days after the date of filing;

(4) A statement that the merger was approved by each domestic merging entity, if any, in accordance with this part, and by each foreign merging entity, if any, in accordance with the law of its jurisdiction of organization;

(5) If the surviving entity exists before the merger and is a domestic filing entity, any amendment to its public organic document approved as part of the plan of merger;

(6) If the surviving entity is created by the merger and is a domestic filing entity, its public organic document, as an attachment;

(7) If the surviving entity is created by the merger and is a domestic limited liability partnership, its certificate of limited liability partnership, as an attachment; and

(8) If the surviving entity is a foreign entity that is not a qualified foreign entity, a mailing address to which the Secretary of the State may send any process served on the Secretary of the State pursuant to subsection (e) of § 34-616.

(c) In addition to the requirements of subsection (b) of this section, a certificate of merger may contain any other provision not prohibited by law.

(d) If the surviving entity is a domestic entity, its public organic document, if any, shall satisfy the requirements of the law of this state, except it does not need to be signed and may omit any provision that is not required to be included in a restatement of the public organic document.

(e) A certificate of merger becomes effective upon the date and time of its filing or the date and time specified in the certificate of merger.

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