Sec. 34-390. Statement of merger.
Sec. 34-390. Statement of merger. (a) After a merger, if the survivor is a partnership, the partnership may file a statement that one or more partnerships or other entities
have merged into the surviving partnership.
(b) A statement of merger shall contain, in addition to the requirements of statute
for a certificate of merger or consolidation applicable to an other entity that is a party
to the merger:
(1) The name of each partnership or other entity that is a party to the merger;
(2) The name of the survivor into which the other partnerships or other entities were
merged;
(3) The street address of the survivor's chief executive office and of an office in
this state, if any; and
(4) The type of entity of the survivor.
(c) Except as otherwise provided in subsection (d) of this section, for the purposes
of section 34-323, property of the surviving partnership or other entity which before the
merger was held in the name of another party to the merger is property held in the name
of the survivor upon filing a statement of merger.
(d) For the purposes of section 34-323, real property of the surviving partnership
or other entity which before the merger was held in the name of another party to the
merger is property held in the name of the survivor upon recording a certified copy of
the statement of merger in the office for recording transfers of that real property.
(e) A filed and, if appropriate, recorded statement of merger, executed and declared
to be accurate pursuant to subsection (c) of section 34-305, stating the name of a partnership or other entity that is a party to the merger in whose name property was held before
the merger and the name of the survivor, but not containing all of the other information
required by subsection (b) of this section, operates with respect to the partnerships or
other entities named to the extent provided in subsections (c) and (d) of this section.
(f) If the survivor is a limited liability partnership, a certificate meeting the requirements of section 34-33d shall be filed with the Secretary of the State.
(P.A. 95-341, S. 52, 58; P.A. 03-18, S. 72.)
History: P.A. 95-341 effective July 1, 1997; P.A. 03-18 replaced references to limited partnership with references to
other entity and references to surviving entity with references to survivor throughout, amended Subsec. (a) by replacing
"the surviving partnership or limited partnership may" with "if the survivor is a partnership, the partnership may" and
replacing "entity" with "partnership", amended Subsec. (b) by adding provision re requirements of statute for certificate
of merger or consolidation applicable to other entity that is a party to the merger and replacing in Subdiv. (4) provision re
whether surviving entity is a partnership or limited partnership with provision re the type of entity of the survivor, and
adding Subsec. (f) re filing of certificate by survivor that is a limited liability partnership, effective July 1, 2003.