CHAPTER 613
LIMITED LIABILITY COMPANIES

Table of Contents

Sec. 34-101. Definitions.
Sec. 34-106. Annual report. Interim notice of change of manager or member.
Sec. 34-110. Filing of documents.
Sec. 34-193. *(See end of section for amended version and effective date.) Merger or consolidation.
Sec. 34-195. *(See end of section for amended version and effective date.) Plan of merger or consolidation.
Sec. 34-196. *(See end of section for amended version and effective date.) Articles of merger or consolidation.
Sec. 34-197. *(See end of section for amended version and effective date.) Effect of merger or consolidation.
Sec. 34-199. (Note: This section is repealed, effective January 1, 2014.) Conversion of domestic general or limited partnership to limited liability company.
Sec. 34-200. (Note: This section is repealed, effective January 1, 2014.) Effect of conversion.
Sec. 34-229. Annual report. Interim notice of change of manager or member.

PART I
GENERAL PROVISIONS

      Sec. 34-101. Definitions. As used in sections 34-100 to 34-242, inclusive, unless the context otherwise requires:

      (1) "Address" means a location as described by the full street number, if any, street, city or town, state or county and not a mailing address such as a post office box.

      (2) "Articles of organization" means articles filed under section 34-121, and those articles as amended or restated.

      (3) "Corporation" means a corporation formed under the laws of this state or a foreign corporation.

      (4) "Court" includes every court having jurisdiction in the case.

      (5) "Deliver" or "delivery" means any method of delivery used in conventional commercial practice including delivery by hand, mail, commercial delivery and electronic transmission.

      (6) "Document" includes anything delivered to the office of the Secretary of the State for filing under sections 34-100 to 34-242, inclusive.

      (7) "Electronic transmission" or "electronically transmitted" means any process of communication not directly involving the physical transfer of paper that is suitable for the retention, retrieval and reproduction of information by the recipient.

      (8) "Event of dissociation" means an event that causes a person to cease to be a member, as provided in section 34-180.

      (9) "Foreign corporation" means a corporation formed under the laws of any state other than this state or under the laws of any foreign country.

      (10) "Foreign limited liability company" means an entity that is: (A) Organized under the laws of a state other than the laws of this state or under the laws of any foreign country; (B) organized under a statute pursuant to which an entity denominated as a limited liability company may be formed that affords to each of its members limited liability with respect to the liabilities of the entity; and (C) is not required to be registered or organized under any statute of this state other than sections 34-100 to 34-242, inclusive.

      (11) "Foreign limited partnership" means a limited partnership formed under the laws of any state other than this state or under the laws of any foreign country.

      (12) "Limited liability company" or "domestic limited liability company" means an organization having one or more members that is formed under sections 34-100 to 34-242, inclusive.

      (13) "Limited liability company membership interest" or "interest" or "interest in the limited liability company" means a member's share of the profits and losses of the limited liability company and a member's right to receive distributions of the limited liability company's assets, unless otherwise provided in the operating agreement.

      (14) "Limited partnership" means a limited partnership formed under the laws of this state or a foreign limited partnership.

      (15) "Manager" or "managers" means, with respect to a limited liability company that has set forth in its articles of organization that it is to be managed by managers, the person or persons designated in accordance with section 34-140.

      (16) "Member" or "members" means a person or persons who have been admitted to membership in a limited liability company as provided in section 34-179 and who have not disassociated from the limited liability company as provided in section 34-180.

      (17) "Operating agreement" means any agreement, written or oral, as to the conduct of the business and affairs of a limited liability company, which is binding upon all of the members.

      (18) "Organizational documents" means the basic document or documents that create, or determine the internal governance of, an other entity.

      (19) "Organizer" or "organizers" means any member or members or any other person or persons who files or file the articles of organization as provided in section 34-120.

      (20) "Other entity" means any association or legal entity, other than a domestic or foreign limited liability company, organized to conduct business, including, but not limited to, a corporation, general partnership, limited liability partnership, limited partnership, joint venture, joint stock company, business trust, statutory trust and real estate investment trust.

      (21) "Party to a consolidation" means any domestic or foreign limited liability company or other entity that will consolidate under a plan of consolidation.

      (22) "Party to a merger" means any domestic or foreign limited liability company or other entity that will merge under a plan of merger.

      (23) "Person" means an individual, a general partnership, a limited partnership, a domestic or foreign limited liability company, a trust, an estate, an association, a corporation or any other legal or commercial entity.

      (24) "Plan of merger" or "plan of consolidation" means a plan entered into pursuant to section 34-195.

      (25) "Professional service" means any type of service to the public that requires that members of a profession rendering such service obtain a license or other legal authorization as a condition precedent to the rendition thereof, limited to the professional services rendered by dentists, natureopaths, chiropractors, physicians and surgeons, doctors of dentistry, physical therapists, occupational therapists, podiatrists, optometrists, nurses, nurse-midwives, veterinarians, pharmacists, architects, professional engineers, or jointly by architects and professional engineers, landscape architects, real estate brokers, insurance producers, certified public accountants and public accountants, land surveyors, psychologists, attorneys-at-law, licensed marital and family therapists, licensed professional counselors, licensed or certified alcohol and drug counselors and licensed clinical social workers.

      (26) "Sign" or "signature" includes any manual, facsimile, conformed or electronic signature.

      (27) "State" means a state, territory or possession of the United States, the District of Columbia or the Commonwealth of Puerto Rico.

      (28) "Survivor" means, in a merger or consolidation, the limited liability company or other entity into which one or more other limited liability companies or other entities are merged or consolidated.

      (P.A. 93-267, S. 2; P.A. 94-217, S. 1; P.A. 96-89, S. 1; 96-254, S. 5, 10; P.A. 97-70, S. 1, 2, 11; P.A. 99-25, S. 2; 99-102, S. 43; P.A. 01-157, S. 2; 01-188, S. 1; P.A. 03-18, S. 61; P.A. 04-175, S. 1; 04-257, S. 55; P.A. 11-146, S. 9.)

      History: P.A. 94-217 amended Subdiv. (10) to include "interest" as a defined term and add "unless otherwise provided in the operating agreement" and added Subdiv. (16) re definition of "organizer" or "organizers", renumbering the remaining Subdivs. accordingly; P.A. 96-89 redefined "professional service" to include services rendered by nurse-midwives, licensed marital and family therapists and licensed clinical social workers; P.A. 96-254 reiterated inclusion of marital and family therapists and clinical social workers in definition of "professional service", effective July 1, 1996; P.A. 97-70 amended definition of "foreign limited liability company" in Subdiv. (7) by deleting former Subpara. (A) re an unincorporated association, relettering the remaining Subparas. accordingly, and replacing "association" with "entity" in Subpara. (B) and amended definition of "limited liability company" or "domestic limited liability company" in Subdiv. (9) by reducing from two to one the minimum number of members required, effective May 27, 1997; P.A. 99-25 redefined "professional service" in Subdiv. (17) to include licensed professional counselors; P.A. 99-102 amended Subdiv. (17) by deleting obsolete reference to osteopathy and made a technical change; P.A. 01-157 redefined "professional service" to include real estate brokers and insurance producers; P.A. 01-188 added new Subdiv. (5) defining "electronic transmission" or "electronically transmitted", added new Subdiv. (19) defining "sign" or "signature", and redesignated existing Subdivs. (5) to (17) as Subdivs. (6) to (18) and existing Subdiv. (18) as Subdiv. (20); P.A. 03-18 added new Subdivs. (16) and (18) to (20) defining "organizational documents", "other entity", "party to a consolidation" and "party to a merger", redesignated existing Subdivs. (16) and (18) to (20) as Subdivs. (21) and (23) to (25), added new Subdivs. (22) and (26) defining "plan of merger" or "plan of consolidation" and "survivor" and made a technical change, effective July 1, 2003; P.A. 04-175 amended Subdiv. (23) by adding reference to licensed or certified alcohol and drug counselors in definition of "professional service"; P.A. 04-257 made a technical change in Subdiv. (14), effective June 14, 2004; P.A. 11-146 added new Subdiv. (5) defining "deliver" or "delivery", added new Subdiv. (6) defining "document", redesignated existing Subdivs. (5) to (26) as Subdivs. (7) to (28), amended Subdiv. (7) to rephrase language and amended Subdiv. (26) to redefine "sign" or "signature" to include any "electronic" signature, effective January 1, 2012.

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      Sec. 34-106. Annual report. Interim notice of change of manager or member. (a) Each limited liability company shall file an annual report by electronic transmission with the Secretary of the State which report shall be due upon the anniversary of the filing of a limited liability company's articles of organization pursuant to section 34-120. Upon request of a limited liability company, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the limited liability company does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if other good cause is shown.

      (b) Such reporting requirement shall commence on or after January 1, 1995, and continue annually thereafter.

      (c) Each annual report shall set forth: (1) The name of the limited liability company; (2) the limited liability company's current principal office address; (3) the electronic mail address, if any, of the limited liability company; and (4) the name and respective business and residence addresses of a manager or a member of the limited liability company, except that if good cause is shown, the Secretary of the State may accept a business address in lieu of the business and residence addresses of such manager or member. For the purposes of this subsection and subsection (d) of this section, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence address of the manager or member of the limited liability company may expose the personal security of such manager or member to significant risk.

      (d) If the manager or member named in a limited liability company's most current annual report pursuant to subsection (c) of this section is replaced for such purpose by another manager or member after the limited liability company has filed such annual report, but not later than thirty days preceding the month during which the limited liability company's next annual report becomes due, the limited liability company shall file with the Secretary of the State an interim notice of change of manager or member that sets forth: (1) The name of the limited liability company; and (2) the name, title and respective business and residence addresses of the new manager or member and the name and title of the former manager or member, except that if good cause is shown, the Secretary of the State may accept a business address in lieu of the business and residence addresses of the new manager or member. Any such change of manager or member that occurs within the thirty-day period preceding the month during which the limited liability company's next annual report becomes due shall be reflected in such next annual report.

      (e) Each annual report shall be executed in accordance with section 34-109 and be accompanied by the filing fee established in section 34-112. The Secretary of the State shall deliver to each limited liability company at its principal office or electronic mail address, as shown on his records, notice that the annual report is due, but failure to receive such notice shall not relieve a limited liability company of the requirement of filing the report as provided in this section.

      (P.A. 94-217, S. 24, 40; P.A. 01-188, S. 8; P.A. 04-240, S. 15; P.A. 11-146, S. 10.)

      History: P.A. 94-217 effective January 1, 1995; P.A. 01-188 added Subsec. (c)(3) requiring annual report to set forth the name and respective business and residence addresses of a manager or member and authorizing the Secretary of the State for good cause shown to accept a business address in lieu of business and residence addresses and to specify that a showing of good cause includes, but is not limited to, a showing that public disclosure of the residence address of the manager or member may expose the personal security of such person to significant risk; P.A. 04-240 made conforming and technical changes in Subsec. (c), added new Subsec. (d) re interim notice of change of manager or member and redesignated existing Subsec. (d) as Subsec. (e); P.A. 11-146 amended Subsec. (a) to require annual report to be filed "by electronic transmission" and add provision re authority of Secretary of the State to grant exemption from electronic filing requirement if company does not have capability to file or pay electronically or if other good cause is shown, amended Subsec. (c) to add new Subdiv. (3) re electronic mail address and redesignate existing Subdiv. (3) as Subdiv. (4) and amended Subsec. (e) to require Secretary of the State to "deliver" a "notice that the annual report is due", rather than "mail" a "form prescribed by him for the annual report", allow delivery of such notice to company's electronic mail address and make a conforming change, effective January 1, 2012.

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      Sec. 34-110. Filing of documents. (a) The original signed copy of the articles of organization or any other document required to be filed pursuant to sections 34-100 to 34-242, inclusive, shall be delivered to the Secretary of the State. The articles of organization or any other document required to be filed shall be typewritten or printed or, if electronically transmitted, in a format that can be retrieved or reproduced in typewritten or printed form. Unless the Secretary of the State determines that the document does not conform to the filing provisions of said sections, the Secretary of the State shall, when all required filing fees have been paid: (1) Endorse on each signed document "filed" and the date and time of its acceptance for filing; and (2) retain the signed document in the Secretary of the State's files.

      (b) When any document is required or permitted to be filed or recorded as provided in sections 34-100 to 34-242, inclusive, the Secretary of the State may, in the Secretary of the State's discretion, for good cause, permit a photostatic or other photographic copy of such document to be filed or recorded in lieu of the original instrument. Such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded.

      (c) The Secretary of the State may require or permit the filing by electronic transmission or by employing new technology as it is developed of any document that is required by law or regulation under sections 34-100 to 34-242, inclusive, to be filed with the Secretary of the State.

      (d) If the Secretary of the State determines that the document does not conform to the filing provisions of sections 34-100 to 34-242, inclusive, or is not accompanied by all fees required by law, the document shall not be filed and the Secretary of the State shall return the document to the person originally submitting it.

      (P.A. 93-267, S. 14; P.A. 94-217, S. 39; P.A. 01-188, S. 2; P.A. 11-146, S. 11.)

      History: P.A. 94-217 made technical changes and amended Subsec. (a) to make the secretary's duties apply with respect to any document that is filed, not just the articles of organization; P.A. 01-188 amended Subsec. (a) to add provision requiring the articles of organization or any other document required to be filed to be typewritten or printed or, if authorized by the Secretary of the State, electronically transmitted, replace "signed original of the document" and "signed original" with "signed document" and make technical changes for purposes of gender neutrality and add new Subsec. (b) authorizing the Secretary of the State for good cause to permit the filing or recording of a photostatic or other photographic copy of a document in lieu of the original instrument and providing that such filing or recording shall have the same force and effect as if the original instrument had been so filed or recorded, redesignating former Subsec. (b) as Subsec. (c); P.A. 11-146 amended Subsec. (a) to replace "or, if authorized by the Secretary of the State, electronically transmitted" with "or, if electronically transmitted, in a format that can be retrieved or reproduced in typewritten or printed form", added new Subsec. (c) re authority of Secretary of the State to require or permit filing by electronic transmission or by employing new technology as it is developed of any document required to be filed with said Secretary and redesignated existing Subsec. (c) as Subsec. (d), effective January 1, 2012.

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PART X
MERGER, CONSOLIDATION AND CONVERSION

      Sec. 34-193. *(See end of section for amended version and effective date.) Merger or consolidation. (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 and 34-195.

      (b) A limited liability company organized under sections 34-100 to 34-242, inclusive, to render professional services may merge or consolidate only with another domestic limited liability company organized under said sections, a professional service corporation organized under chapter 594a or a partnership or limited liability partnership organized under chapter 614, if such company, corporation or partnership is organized to render the same professional service. A merger or consolidation of a limited liability company organized under sections 34-100 to 34-242, inclusive, to render professional services with any foreign limited liability company or foreign other entity is prohibited.

      (P.A. 93-267, S. 64; P.A. 03-18, S. 63; P.A. 04-99, S. 4.)

      *Note: On and after January 1, 2014, this section, as amended by section 46 of public 11-241, is to read as follows:

      "Sec. 34-193. Merger or consolidation. (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 in a manner provided in sections 34-194 and 34-195.

      (b) A limited liability company organized under sections 34-100 to 34-242, inclusive, to render professional services may merge or consolidate only with another domestic limited liability company organized under said sections. A merger or consolidation of a limited liability company organized under sections 34-100 to 34-242, inclusive, to render professional services with any foreign limited liability company or foreign other entity is prohibited."

      (P.A. 93-267, S. 64; P.A. 03-18, S. 63; P.A. 04-99, S. 4; P.A. 11-241, S. 46.)

      History: P.A. 03-18 amended Subsec. (a) by adding provision re one or more other entities formed or organized under the laws of this state or any foreign country or other foreign jurisdiction or combination thereof and amended Subsec. (b) by replacing "formed" with "organized" and "shall merge" with "may merge", adding provisions re professional service corporation organized under chapter 594a or partnership or limited liability partnership organized under chapter 614, re limited liability company organized under Secs. 34-100 to 34-242, inclusive, to render professional services and re foreign other entity, and making technical changes, effective July 1, 2003; P.A. 04-99 amended Subsec. (a) by providing for merger or consolidation with or into one or more "domestic or foreign" limited liability companies, effective May 10, 2004; P.A. 11-241 amended Subsec. (a) to delete provision re other entities and amended Subsec. (b) to delete provision re professional service corporation and partnership or limited liability partnership organized under Ch. 614, effective January 1, 2014.

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      Sec. 34-195. *(See end of section for amended version and effective date.) Plan of merger or consolidation. (a) Each limited liability company or other entity that is a party to a proposed merger or consolidation shall enter into a written plan of merger or consolidation, which shall be approved in accordance with section 34-194.

      (b) The plan of merger or consolidation shall set forth: (1) The name of each limited liability company and other entity that is a party to the merger or consolidation and the name of the survivor in a merger or the new limited liability company in a consolidation; (2) the terms and conditions of the proposed merger or consolidation; (3) the manner and basis of converting the interests in each limited liability company or other entity in the merger or consolidation into interests of the surviving or new limited liability company or other entity or, in whole or in part, into cash or other property; (4) in the case of a merger, such amendments to the organizational documents of the survivor as are desired to be effected by the merger, or that no such changes are desired; (5) in the case of a consolidation, all of the statements required to be set forth in the organizational documents of the survivor; and (6) such other provisions relating to the proposed merger or consolidation as are deemed necessary or desirable. If the merger or consolidation involves an other entity, a written plan of merger or consolidation that meets the requirements for merger or consolidation of the statutes under which such other entity is organized or by which it is governed shall be deemed to meet the requirements for a plan of merger or consolidation under this section.

      (P.A. 93-267, S. 66; P.A. 03-18, S. 65.)

      *Note: On and after January 1, 2014, this section, as amended by section 47 of public act 11-241, is to read as follows:

      "Sec. 34-195. Plan of merger or consolidation. (a) Each limited liability company that is a party to a proposed merger or consolidation shall enter into a written plan of merger or consolidation, which shall be approved in accordance with section 34-194.

      (b) The plan of merger or consolidation shall set forth: (1) The name of each limited liability company that is a party to the merger or consolidation and the name of the survivor in a merger or the new limited liability company in a consolidation; (2) the terms and conditions of the proposed merger or consolidation; (3) the manner and basis of converting the interests in each limited liability company in the merger or consolidation into interests of the surviving or new limited liability company or, in whole or in part, into cash or other property; (4) in the case of a merger, such amendments to the organizational documents of the survivor as are desired to be effected by the merger, or that no such changes are desired; (5) in the case of a consolidation, all of the statements required to be set forth in the organizational documents of the survivor; and (6) such other provisions relating to the proposed merger or consolidation as are deemed necessary or desirable."

      (P.A. 93-267, S. 66; P.A. 03-18, S. 65; P.A. 11-241, S. 47.)

      History: P.A. 03-18 amended Subsec. (a) by adding provision re other entity and amended Subsec. (b) by adding provisions re other entity and re party to the merger or consolidation, replacing references to surviving limited liability company with references to survivor and references to articles of organization of the surviving or any new limited liability company with references to organizational documents of the survivor and adding provisions re plan of merger or consolidation meeting requirements of statutes under which other entity is organized or governed, effective July 1, 2003; P.A. 11-241 deleted provisions re other entity, effective January 1, 2014.

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      Sec. 34-196. *(See end of section for amended version and effective date.) Articles of merger or consolidation. (a) After a plan of merger or consolidation is approved as provided in section 34-194, the survivor shall deliver to the Secretary of the State for filing articles of merger or consolidation duly executed by each limited liability company and other entity that is a party thereto setting forth: (1) The name and jurisdiction of formation or organization of each limited liability company and other entity; (2) the effective date of the merger or consolidation if later than the date of filing of the articles of merger or consolidation; (3) the name of the survivor; (4) a statement that the plan of merger or consolidation was duly authorized and approved by each limited liability company in accordance with the provisions of section 34-194 and by each other entity in accordance with the applicable organizational documents of each other entity; (5) if the articles of organization of the survivor of the merger are amended, the amendments to such articles of organization or, if a new limited liability company is created as a result of the consolidation, the articles of organization of such new limited liability company; (6) that the plan of merger or consolidation is on file at a place of business of the survivor and the address thereof; and (7) that a copy of the plan of merger or consolidation will be furnished by the survivor, on request and without cost, to any person holding an interest in any limited liability company or other entity that is a party to the merger or consolidation.

      (b) A merger or consolidation takes effect upon the later of the effective date of the filing of the articles of merger or consolidation or the date set forth in the plan of merger or consolidation.

      (c) The articles of merger or consolidation shall be executed by each limited liability company or other entity that is a party to the merger or consolidation. The survivor shall file the articles of merger or consolidation with the Secretary of the State in the manner provided for in section 34-110 as a condition of the effectiveness of the merger or consolidation.

      (d) Articles of merger or consolidation shall act as articles of dissolution for a limited liability company which is not the survivor in the merger or consolidation.

      (e) A plan of merger or consolidation authorized and approved in accordance with section 34-194 may effect any amendment to the operating agreement or effect the adoption of a new operating agreement for a limited liability company if it is the survivor in the merger or consolidation. Such a plan of merger or consolidation may also provide that the operating agreement of any limited liability company that is a party to the merger or consolidation, including a limited liability company formed for the purpose of consummating a merger or consolidation, shall be the operating agreement of the survivor. Any amendment to an operating agreement or adoption of a new operating agreement made pursuant to this subsection shall be effective at the effective time or date of the merger or consolidation. The provisions of this subsection shall not be construed to limit the accomplishment of a merger or consolidation or of any of the matters referred to in this subsection by any other means provided for in an operating agreement or other agreement or as otherwise permitted by law.

      (P.A. 93-267, S. 67; P.A. 03-18, S. 66.)

      *Note: On and after January 1, 2014, this section, as amended by section 48 of public act 11-241, is to read as follows:

      "Sec. 34-196. Articles of merger or consolidation. (a) After a plan of merger or consolidation is approved as provided in section 34-194, the survivor shall deliver to the Secretary of the State for filing articles of merger or consolidation duly executed by each limited liability company that is a party thereto setting forth: (1) The name and jurisdiction of formation or organization of each limited liability company; (2) the effective date of the merger or consolidation if later than the date of filing of the articles of merger or consolidation; (3) the name of the survivor; (4) a statement that the plan of merger or consolidation was duly authorized and approved by each limited liability company in accordance with the provisions of section 34-194; (5) if the articles of organization of the survivor of the merger are amended, the amendments to such articles of organization or, if a new limited liability company is created as a result of the consolidation, the articles of organization of such new limited liability company; (6) that the plan of merger or consolidation is on file at a place of business of the survivor and the address thereof; and (7) that a copy of the plan of merger or consolidation shall be furnished by the survivor, on request and without cost, to any person holding an interest in any limited liability company that is a party to the merger or consolidation.

      (b) A merger or consolidation takes effect upon the later of the effective date of the filing of the articles of merger or consolidation or the date set forth in the plan of merger or consolidation.

      (c) The articles of merger or consolidation shall be executed by each limited liability company that is a party to the merger or consolidation. The survivor shall file the articles of merger or consolidation with the Secretary of the State in the manner provided for in section 34-110 as a condition of the effectiveness of the merger or consolidation.

      (d) Articles of merger or consolidation shall act as articles of dissolution for a limited liability company which is not the survivor in the merger or consolidation.

      (e) A plan of merger or consolidation authorized and approved in accordance with section 34-194 may effect any amendment to the operating agreement or effect the adoption of a new operating agreement for a limited liability company if it is the survivor in the merger or consolidation. Such a plan of merger or consolidation may also provide that the operating agreement of any limited liability company that is a party to the merger or consolidation, including a limited liability company formed for the purpose of consummating a merger or consolidation, shall be the operating agreement of the survivor. Any amendment to an operating agreement or adoption of a new operating agreement made pursuant to this subsection shall be effective at the effective time or date of the merger or consolidation. The provisions of this subsection shall not be construed to limit the accomplishment of a merger or consolidation or of any of the matters referred to in this subsection by any other means provided for in an operating agreement or other agreement or as otherwise permitted by law."

      (P.A. 93-267, S. 67; P.A. 03-18, S. 66; P.A. 11-241, S. 48.)

      History: P.A. 03-18 replaced references to surviving or new limited liability company with references to survivor and added provisions re other entity throughout, amended Subsec. (a) by adding provision re limited liability company and other entity that is a party to the merger or consolidation, adding provision in Subdiv. (4) re applicable organizational documents of each other entity, adding new Subdiv. (5) re amended or new articles of organization, and redesignating existing Subdivs. (5) and (6) as Subdivs. (6) and (7), amended Subsec. (c) by adding provisions re filing by survivor of articles of merger or consolidation as a condition of effectiveness of the merger or consolidation, deleting provision re execution in the manner provided for in Sec. 34-109 and making a technical change, and amended Subsec. (e) by making a technical change, effective July 1, 2003; P.A. 11-241 deleted provisions re other entity and, in Subsec. (a)(7), changed "will" to "shall", effective January 1, 2014.

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      Sec. 34-197. *(See end of section for amended version and effective date.) Effect of merger or consolidation. Upon the effectiveness of a merger or consolidation:

      (1) The survivor shall be a limited liability company or other entity which, in the case of a merger, shall be the limited liability company or other entity designated in the plan of merger as the survivor and, in the case of a consolidation, shall be the new limited liability company or other entity provided for in the plan of consolidation.

      (2) The separate existence of each limited liability company or other entity that is a party to the plan of merger or consolidation, except the survivor, shall cease.

      (3) The survivor shall thereupon and thereafter possess all the rights, privileges, immunities and powers of each of the merging or consolidating limited liability companies or other entities and shall be subject to all the restrictions, disabilities and duties of each of the merging or consolidating limited liability companies or other entities.

      (4) Any property, real, personal and mixed, and all debts due on whatever account, including promises to make capital contributions, and all other choses in action, and all and every other interest of or belonging to or due to each party to the merger or the consolidation shall be vested in the survivor without further act or deed.

      (5) The title to all real estate, and any interest therein, vested in any party to the merger or the consolidation shall not revert or be in any way impaired by reason of such merger or consolidation.

      (6) The survivor shall be responsible and liable for all liabilities and obligations of each of the limited liability companies or other entities that were merged or consolidated, and any claim existing or action or proceeding pending by or against any limited liability company or other entity that was a party to the merger or consolidation may be prosecuted as if such merger or consolidation had not taken place, or the survivor may be substituted in the action.

      (7) Neither the rights of creditors nor any liens on the property of any limited liability company or other entity that is a party to the merger or consolidation shall be impaired by the merger or consolidation.

      (8) The membership or other interests in a limited liability company or other entity that are to be converted or exchanged into interests, cash, obligations or other property under the terms of the plan of merger or consolidation are so converted, and the former holders thereof are entitled only to the rights provided in the plan of merger or consolidation or the rights otherwise provided by law.

      (P.A. 93-267, S. 68; P.A. 03-18, S. 67.)

      *Note: On and after January 1, 2014, this section, as amended by section 49 of public act 11-241, is to read as follows:

      "Sec. 34-197. Effect of merger or consolidation. Upon the effectiveness of a merger or consolidation:

      (1) The survivor shall be a limited liability company which, in the case of a merger, shall be the limited liability company designated in the plan of merger as the survivor and, in the case of a consolidation, shall be the new limited liability company provided for in the plan of consolidation.

      (2) The separate existence of each limited liability company that is a party to the plan of merger or consolidation, except the survivor, shall cease.

      (3) The survivor shall thereupon and thereafter possess all the rights, privileges, immunities and powers of each of the merging or consolidating limited liability companies and shall be subject to all the restrictions, disabilities and duties of each of the merging or consolidating limited liability companies.

      (4) Any property, real, personal and mixed, and all debts due on whatever account, including promises to make capital contributions, and all other choses in action, and all and every other interest of or belonging to or due to each party to the merger or the consolidation shall be vested in the survivor without further act or deed.

      (5) The title to all real estate, and any interest therein, vested in any party to the merger or the consolidation shall not revert or be in any way impaired by reason of such merger or consolidation.

      (6) The survivor shall be responsible and liable for all liabilities and obligations of each of the limited liability companies that were merged or consolidated, and any claim existing or action or proceeding pending by or against any limited liability company that was a party to the merger or consolidation may be prosecuted as if such merger or consolidation had not taken place, or the survivor may be substituted in the action.

      (7) Neither the rights of creditors nor any liens on the property of any limited liability company that is a party to the merger or consolidation shall be impaired by the merger or consolidation.

      (8) The membership or other interests in a limited liability company that are to be converted or exchanged into interests, cash, obligations or other property under the terms of the plan of merger or consolidation are so converted, and the former holders thereof are entitled only to the rights provided in the plan of merger or consolidation or the rights otherwise provided by law."

      (P.A. 93-267, S. 68; P.A. 03-18, S. 67; P.A. 11-241, S. 49.)

      History: P.A. 03-18 replaced references to surviving or new limited liability company with references to survivor and added provisions re other entity throughout, amended Subdiv. (1) by replacing "limited liability companies party to the plan of merger or consolidation" with "survivor", amended Subdiv. (3) by replacing "is subject to" with "shall be subject to", amended Subdiv. (4) by replacing "All property" with "Any property" and replacing "each of the limited liability companies" with "each party to the merger or the consolidation", and amended Subdiv. (5) by replacing "any such limited liability company" with "any party to the merger or the consolidation", effective July 1, 2003; P.A. 11-241 deleted provisions re other entities, effective January 1, 2014.

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      Sec. 34-199. (Note: This section is repealed, effective January 1, 2014.) Conversion of domestic general or limited partnership to limited liability company. (a) A domestic general partnership formed under or governed by the provisions of sections 34-300 to 34-434, inclusive, or a domestic limited partnership formed under or governed by the provisions of sections 34-9 to 34-38q, inclusive, may convert to a limited liability company by filing articles of organization that meet the requirements of section 34-121, and include the following: (1) A statement that the limited liability company is formed as the result of the conversion of a general partnership or a limited partnership; (2) the name of the former general partnership or limited partnership; and (3) in the case of a general partnership, its initial date of formation, or in the case of a limited partnership, the date of filing of the initial certificate of limited partnership.

      (b) The terms and conditions of a conversion of a domestic general partnership or domestic limited partnership to a limited liability company shall be approved by the partners in the manner provided in the partnership agreement for amendments to the partnership agreement or, if no such provision is made in a partnership agreement, by all the partners.

      (c) Notwithstanding the provisions of section 34-398, subsection (a) of this section governs any conversion of a domestic general partnership or domestic limited partnership to a limited liability company filed on or after July 1, 1997.

      (P.A. 94-217, S. 5, 40; P.A. 96-77, S. 11, 17; P.A. 06-57, S. 1; P.A. 11-241, S. 58.)

      History: P.A. 94-217 effective July 1, 1995; P.A. 96-77 amended Subsec. (a) to replace reference to "sections 34-39 to 34-81, inclusive," with "sections 34-300 to 34-434, inclusive," effective July 1, 1997; P.A. 06-57 added "or governed by" in Subsec. (a), inserted references to "domestic" general and limited partnerships in Subsecs. (a) and (b) and added Subsec. (c) re conversions filed on or after July 1, 1997, effective May 8, 2006; P.A. 11-241 repealed section, effective January 1, 2014.

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      Sec. 34-200. (Note: This section is repealed, effective January 1, 2014.) Effect of conversion. (a) A general or limited partnership that has been converted to a limited liability company pursuant to section 34-199 shall be deemed for all purposes the same entity that existed before the conversion, except that the converted entity, its members and managers shall be governed solely by the provisions of sections 34-100 to 34-242, inclusive.

      (b) The conversion shall take effect upon the formation of the limited liability company as provided by section 34-123. Upon such effective date: (1) All property owned by the converting general or limited partnership remains vested in the converted entity; (2) all obligations of the converting general or limited partnership continue as obligations of the converted entity; (3) an action or proceeding pending against the converting general or limited partnership may be continued as if the conversion had not occurred; (4) an action or proceeding pending against any person in such person's capacity as a general partner in a converting general or limited partnership may be continued as if the conversion had not occurred; and (5) all liabilities of any person in such person's capacity as a general partner in a converting general or limited partnership, notwithstanding the value of the assets of the converting general or limited partnership on such effective date, shall continue as liabilities of such person, except as may be provided in the operating agreement with respect to those liabilities of such person to other members of the limited liability company that has been converted pursuant to section 34-199.

      (c) In the case of a limited partnership that has been converted pursuant to section 34-199, the articles of organization filed pursuant to said section shall serve as a certificate of cancellation of the converting limited partnership pursuant to section 34-32a.

      (P.A. 94-217, S. 6, 40; P.A. 97-70, S. 9, 11; P.A. 11-241, S. 58.)

      History: P.A. 94-217 effective July 1, 1995; P.A. 97-70 amended Subsec. (b) to make the conversion take effect "upon the formation of the limited liability company" rather than "upon endorsement of the Secretary of the State", effective May 27, 1997; P.A. 11-241 repealed section, effective January 1, 2014.

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PART XII
FOREIGN LIMITED LIABILITY COMPANIES

      Sec. 34-229. Annual report. Interim notice of change of manager or member. (a) A foreign limited liability company registered to transact business in this state shall file an annual report by electronic transmission with the office of the Secretary of the State which report shall be due upon the anniversary of such foreign limited liability company's registration pursuant to section 34-223. Upon request of a foreign limited liability company, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the foreign limited liability company does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if other good cause is shown.

      (b) Such reporting requirement shall commence on and after January 1, 1995, and continue annually thereafter.

      (c) Each annual report shall set forth: (1) The name of the foreign limited liability company and, if different, the name under which such foreign limited liability company transacts business in this state; (2) the address of the office required to be maintained in the state or other jurisdiction of the foreign limited liability company's organization by the laws of that state or jurisdiction or, if not so required, the address of its principal office; (3) the electronic mail address, if any, of the foreign limited liability company; and (4) the name and respective business and residence addresses of a manager or a member of the foreign limited liability company, except that if good cause is shown, the Secretary of the State may accept a business address in lieu of the business and residence addresses of such manager or member. For the purposes of this subsection and subsection (d) of this section, a showing of good cause shall include, but not be limited to, a showing that public disclosure of the residence address of the manager or member of the foreign limited liability company may expose the personal security of such manager or member to significant risk.

      (d) If the manager or member named in a foreign limited liability company's most current annual report pursuant to subsection (c) of this section is replaced for such purpose by another manager or member after the foreign limited liability company has filed such annual report, but not later than thirty days preceding the month during which the foreign limited liability company's next annual report becomes due, the foreign limited liability company shall file with the Secretary of the State an interim notice of change of manager or member that sets forth: (1) The name of the foreign limited liability company; and (2) the name, title and respective business and residence addresses of the new manager or member and the name and title of the former manager or member, except that if good cause is shown, the Secretary of the State may accept a business address in lieu of the business and residence addresses of the new manager or member. Any such change of manager or member that occurs within the thirty-day period preceding the month during which the foreign limited liability company's next annual report becomes due shall be reflected in such next annual report.

      (e) Each annual report shall be executed in accordance with section 34-109 and be accompanied by the filing fee established in section 34-112. The Secretary of the State shall deliver to each foreign limited liability company at its principal office or electronic mail address, as shown on his records, notice that the annual report is due, but failure to receive such notice shall not relieve a foreign limited liability company of the requirement of filing the report as provided in this section.

      (P.A. 94-217, S. 28, 40; P.A. 04-240, S. 18; P.A. 11-146, S. 12.)

      History: P.A. 94-217 effective January 1, 1995; P.A. 04-240 added Subsec. (c)(3) re inclusion in annual report of name and addresses of manager or member of the foreign limited liability company and provision re showing of good cause, added new Subsec. (d) re interim notice of change of manager or member and redesignated existing Subsec. (d) as Subsec. (e); P.A. 11-146 amended Subsec. (a) to require annual report to be filed "by electronic transmission" and add provision re authority of Secretary of the State to grant exemption from electronic filing requirement if company does not have capability to file or pay electronically or if other good cause is shown, amended Subsec. (c) to add new Subdiv. (3) re electronic mail address and redesignate existing Subdiv. (3) as Subdiv. (4) and amended Subsec. (e) to require Secretary of the State to "deliver" a "notice that the annual report is due", rather than "mail" a "form prescribed by him for the annual report", allow delivery of such notice to company's electronic mail address and make a conforming change, effective January 1, 2012.

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