Sec. 34-33b. Consolidation of limited partnerships.
Sec. 34-33b. Consolidation of limited partnerships. (a) Pursuant to a plan of
consolidation, approved in the manner provided by section 34-33c, any domestic limited
partnerships may consolidate with one or more limited partnerships or with 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, into a new
limited partnership or other entity.
(b) The plan of consolidation, which may be embodied in an agreement, shall set
forth: (1) The name and jurisdiction of organization of each of the consolidating limited
partnerships or other entities and the name and jurisdiction of organization of the new
limited partnership or other entity, which name may be that of any of the consolidating
limited partnerships or other entities or any other available name pursuant to this chapter;
(2) the terms and conditions of the consolidation, including the manner and basis of
converting the shares or interests of each party to the consolidation into shares or other
securities, interests, obligations, rights to acquire shares or other securities, cash or
other property, or any combination thereof, and which may include provision for the
distribution by any consolidating limited partnership of cash, securities of any limited
partnership, or other property in lieu of, in addition to, in exchange for or upon conversion
of all or part of the interests in any consolidating limited partnership or other entity or
of the new limited partnership or other entity; (3) if the survivor is a limited partnership,
a certificate of limited partnership complying with section 34-10; (4) the effective date
or time, which shall be a date or time certain, of a consolidation if it is not to be effective
upon the filing of the certificate of consolidation; and (5) such other provisions with
respect to the consolidation as are deemed necessary or desirable. If the consolidation
involves one or more other entities, a written plan of consolidation which meets the
requirements for consolidation of the statutes under which such other entity is organized
or by which it is governed shall be deemed to meet the requirements of this section.
(P.A. 93-363, S. 28; P.A. 03-18, S. 56.)
History: P.A. 03-18 amended Subsec. (a) by adding provisions re one or more other entities and re organized under the
laws of any foreign country of other foreign jurisdiction or combination thereof and amended Subsec. (b) by adding
references to other entities, adding provision re manner and basis of converting shares or interests in Subdiv. (2), replacing
"with respect to the new" with "if the survivor is a" in Subdiv. (3), and adding provision re plan of consolidation meeting
requirements of statutes under which other entity is organized or governed, effective July 1, 2003.