Connecticut Seal

Senate Bill No. 556

Public Act No. 04-99

AN ACT CONCERNING CERTAIN BUSINESS ORGANIZATION MERGERS AND DISSOLUTION OF CERTAIN NONSTOCK CORPORATIONS.

Be it enacted by the Senate and House of Representatives in General Assembly convened:

Section 1. Subsection (a) of section 33-815 of the general statutes, as amended by section 18 of public act 03-18, is repealed and the following is substituted in lieu thereof (Effective from passage):

(a) One or more domestic corporations may, in accordance with the provisions of this section, merge with [a] one or more domestic or foreign [corporation] corporations or other [entity] entities pursuant to a plan of merger.

Sec. 2. Subsection (a) of section 33-1172 of the general statutes, as amended by section 49 of public act 03-18, is repealed and the following is substituted in lieu thereof (Effective from passage):

(a) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Secretary of the State for filing a certificate of dissolution setting forth: (1) The name of the corporation; (2) the date dissolution was authorized; [and] (3) if dissolution was approved by members, a statement that the proposal to dissolve was duly approved by the members in the manner required by sections 33-1000 to 33-1290, inclusive, and by the certificate of incorporation; and (4) if dissolution was authorized by the board of directors without member approval, a statement that the dissolution was duly approved by the board of directors and that member approval was not required.

Sec. 3. Subsection (a) of section 34-33a of the general statutes, as amended by section 55 of public act 03-18, is repealed and the following is substituted in lieu thereof (Effective from passage):

(a) Pursuant to a plan of merger, approved in the manner provided by section 34-33c, one or more domestic limited partnerships may merge with or into any one or more domestic or foreign limited partnerships or any one or more other entities formed or organized under the laws of this state or any other state or any foreign country or other foreign jurisdiction, or any combination thereof, and the plan shall name the survivor.

Sec. 4. Subsection (a) of section 34-193 of the general statutes, as amended by section 63 of public act 03-18, is repealed and the following is substituted in lieu thereof (Effective from passage):

(a) Except as provided in subsection (b) of this section, any one or more limited liability companies may merge or consolidate with or into any one or more domestic or foreign limited liability companies or one or more other entities formed or organized under the laws of this state or any other state or any foreign country or other foreign jurisdiction, or any combination thereof, in a manner provided in sections 34-194, as amended, and 34-195, as amended.

Approved May 10, 2004