Sec. 34-33d. Certificate of merger or consolidation.
Sec. 34-33d. Certificate of merger or consolidation. (a) After a plan of merger
or consolidation is approved pursuant to section 34-33c, the survivor shall file a certificate of merger or consolidation, as the case may be, in the following manner: (1) A
certificate of merger by any merging limited partnership that is a party thereto, executed
as provided in section 34-10a, shall be filed as provided in section 34-10b with respect
to the survivor; (2) a certificate of consolidation by any consolidating limited partnership
that is a party thereto, executed as provided in section 34-10a, shall be filed as provided
in section 34-10b in respect of the new limited partnership or other entity together with
an appointment of statutory agent for service as provided in section 34-13b or other
applicable law; and (3) general partners executing a certificate of merger or consolidation need not sign or swear as to facts set forth therein not pertaining to the limited
partnership of which they are general partners.
(b) The certificate of merger or consolidation, in addition to the requirements for
a certificate of merger or consolidation of the statutes under which any other entity that
is a party to the merger or consolidation is organized or by which it is governed, shall
set forth: (1) The plan of merger or consolidation; and (2) as to each merging or consolidating limited partnership, a statement of the vote of limited partners required to adopt
the plan of merger or consolidation and the vote for the plan; and (3) if the survivor is
a foreign limited partnership, and is to transact business in this state, a statement that
such survivor shall comply with the provisions of this chapter respecting such limited
partnerships, and in every case a statement irrevocably appointing the Secretary of the
State as its attorney to accept service of process in any action, suit or proceeding for
the enforcement of any obligations of any domestic merging or consolidating limited
partnership for which it is liable pursuant to subsection (c) of section 34-33f, to the plan
of merger or consolidation, or to the laws governing such foreign limited partnership.
If such appointment is not made, legal process in any such action, suit or proceeding
may be served upon the Secretary of the State as provided in subsection (b) of section
34-38q as attorney for such survivor.
(c) The copy of the certificate of merger or consolidation, certified by the Secretary
of the State, may also be filed for record in the records of deeds in the office of the town
clerk in any town in this state. For such recording, the town clerk shall charge and collect
the same fee as in the case of deeds.
(d) A certificate of merger or consolidation shall act as a certificate of cancellation
for a domestic limited partnership which is not the survivor in the merger or consolidation. A certificate of merger shall act as a certificate of amendment for a domestic limited
partnership which survives such merger, to the extent provided by the plan of merger.
In the case of a consolidation, if the new entity is a limited partnership, the certificate
of limited partnership set forth in the certificate of consolidation shall be the certificate
of limited partnership of the new limited partnership.
(P.A. 93-363, S. 30; P.A. 03-18, S. 57.)
History: P.A. 03-18 amended Subsec. (a) by replacing "Any domestic limited partnership merging or consolidating
under this section" with "After a plan of merger or consolidation is approved pursuant to Sec. 34-33c, the survivor", adding
reference to any merging limited partnership that is a party to the certificate of merger and replacing reference to surviving
limited partnership with reference to survivor in Subdiv. (1), adding references to any consolidating limited partnership
that is a party to the certificate of consolidation, "other entity" and "other applicable law" in Subdiv. (2), adding reference
to general partners in Subdiv. (3) and making technical changes, amended Subsec. (b) by adding provision re requirements
of statutes under which other entity is organized or governed and replacing references to surviving or new limited partnership
with references to survivor, and amended Subsec. (d) by replacing reference to surviving or new limited partnership with
reference to survivor and adding provision re if the new entity is a limited partnership, effective July 1, 2003.