Sec. 34-613. Approval of plan of merger.
270 words·~1 min read·
/ct/title-34/chapter-616-entity-transactions/34-613A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
(a)A plan of merger is not effective unless it has been approved:
(1)By a domestic merging entity
(A)in accordance with the requirements, if any, in its organic law and organic rules for approval of
(i)in the case of an entity that is not a business corporation, a merger, or
(ii)in the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation; or
(B)if neither its organic law nor organic rules provide for approval of a merger described in subparagraph (A)(ii) of this subdivision, by all of the interest holders of the entity entitled to vote on or consent to any matter; and
(2)In a record, by each interest holder of a domestic merging entity that shall have interest holder liability for liabilities that arise after the merger becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation,
(A)the organic rules of the entity provide in a record for the approval of a merger in which some or all of such entity's interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and
(B)the interest holder voted for or consented in a record to such provision of the organic rules or became an interest holder after the adoption of such provision.
(b)A merger involving a foreign merging entity shall not be effective unless it is approved by the foreign entity in accordance with the law of the foreign entity's jurisdiction of organization.