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Code · Connecticut · Title 34 — Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts · CHAPTER 616 — Entity Transactions

Sec. 34-615. Certificate of merger; effective date.

361 words·~2 min read·/ct/title-34/chapter-616-entity-transactions/34-615

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