Sec. 34-101. Definitions. As used in sections 34-100 to 34-242, inclusive, unless
the context otherwise requires:
(1) "Address" means a location as described by the full street number, if any, street,
city or town, state or county and not a mailing address such as a post office box.
(2) "Articles of organization" means articles filed under section 34-121, and those
articles as amended or restated.
(3) "Corporation" means a corporation formed under the laws of this state or a
foreign corporation.
(4) "Court" includes every court having jurisdiction in the case.
(5) "Deliver" or "delivery" means any method of delivery used in conventional
commercial practice including delivery by hand, mail, commercial delivery and electronic transmission.
(6) "Document" includes anything delivered to the office of the Secretary of the
State for filing under sections 34-100 to 34-242, inclusive.
(7) "Electronic transmission" or "electronically transmitted" means any process of
communication not directly involving the physical transfer of paper that is suitable for
the retention, retrieval and reproduction of information by the recipient.
(8) "Event of dissociation" means an event that causes a person to cease to be a
member, as provided in section 34-180.
(9) "Foreign corporation" means a corporation formed under the laws of any state
other than this state or under the laws of any foreign country.
(10) "Foreign limited liability company" means an entity that is: (A) Organized
under the laws of a state other than the laws of this state or under the laws of any foreign
country; (B) organized under a statute pursuant to which an entity denominated as a
limited liability company may be formed that affords to each of its members limited
liability with respect to the liabilities of the entity; and (C) is not required to be registered
or organized under any statute of this state other than sections 34-100 to 34-242, inclusive.
(11) "Foreign limited partnership" means a limited partnership formed under the
laws of any state other than this state or under the laws of any foreign country.
(12) "Limited liability company" or "domestic limited liability company" means
an organization having one or more members that is formed under sections 34-100 to
34-242, inclusive.
(13) "Limited liability company membership interest" or "interest" or "interest in
the limited liability company" means a member's share of the profits and losses of the
limited liability company and a member's right to receive distributions of the limited
liability company's assets, unless otherwise provided in the operating agreement.
(14) "Limited partnership" means a limited partnership formed under the laws of
this state or a foreign limited partnership.
(15) "Manager" or "managers" means, with respect to a limited liability company
that has set forth in its articles of organization that it is to be managed by managers, the
person or persons designated in accordance with section 34-140.
(16) "Member" or "members" means a person or persons who have been admitted
to membership in a limited liability company as provided in section 34-179 and who
have not disassociated from the limited liability company as provided in section 34-180.
(17) "Operating agreement" means any agreement, written or oral, as to the conduct
of the business and affairs of a limited liability company, which is binding upon all of
the members.
(18) "Organizational documents" means the basic document or documents that create, or determine the internal governance of, an other entity.
(19) "Organizer" or "organizers" means any member or members or any other person or persons who files or file the articles of organization as provided in section 34-120.
(20) "Other entity" means any association or legal entity, other than a domestic or
foreign limited liability company, organized to conduct business, including, but not
limited to, a corporation, general partnership, limited liability partnership, limited partnership, joint venture, joint stock company, business trust, statutory trust and real estate
investment trust.
(21) "Party to a consolidation" means any domestic or foreign limited liability company or other entity that will consolidate under a plan of consolidation.
(22) "Party to a merger" means any domestic or foreign limited liability company
or other entity that will merge under a plan of merger.
(23) "Person" means an individual, a general partnership, a limited partnership, a
domestic or foreign limited liability company, a trust, an estate, an association, a corporation or any other legal or commercial entity.
(24) "Plan of merger" or "plan of consolidation" means a plan entered into pursuant
to section 34-195.
(25) "Professional service" means any type of service to the public that requires
that members of a profession rendering such service obtain a license or other legal
authorization as a condition precedent to the rendition thereof, limited to the professional
services rendered by dentists, natureopaths, chiropractors, physicians and surgeons, doctors of dentistry, physical therapists, occupational therapists, podiatrists, optometrists,
nurses, nurse-midwives, veterinarians, pharmacists, architects, professional engineers,
or jointly by architects and professional engineers, landscape architects, real estate brokers, insurance producers, certified public accountants and public accountants, land
surveyors, psychologists, attorneys-at-law, licensed marital and family therapists, licensed professional counselors, licensed or certified alcohol and drug counselors and
licensed clinical social workers.
(26) "Sign" or "signature" includes any manual, facsimile, conformed or electronic
signature.
(27) "State" means a state, territory or possession of the United States, the District
of Columbia or the Commonwealth of Puerto Rico.
(28) "Survivor" means, in a merger or consolidation, the limited liability company
or other entity into which one or more other limited liability companies or other entities
are merged or consolidated.
(P.A. 93-267, S. 2; P.A. 94-217, S. 1; P.A. 96-89, S. 1; 96-254, S. 5, 10; P.A. 97-70, S. 1, 2, 11; P.A. 99-25, S. 2; 99-102, S. 43; P.A. 01-157, S. 2; 01-188, S. 1; P.A. 03-18, S. 61; P.A. 04-175, S. 1; 04-257, S. 55; P.A. 11-146, S. 9.)
History: P.A. 94-217 amended Subdiv. (10) to include "interest" as a defined term and add "unless otherwise provided
in the operating agreement" and added Subdiv. (16) re definition of "organizer" or "organizers", renumbering the remaining
Subdivs. accordingly; P.A. 96-89 redefined "professional service" to include services rendered by nurse-midwives, licensed
marital and family therapists and licensed clinical social workers; P.A. 96-254 reiterated inclusion of marital and family
therapists and clinical social workers in definition of "professional service", effective July 1, 1996; P.A. 97-70 amended
definition of "foreign limited liability company" in Subdiv. (7) by deleting former Subpara. (A) re an unincorporated
association, relettering the remaining Subparas. accordingly, and replacing "association" with "entity" in Subpara. (B) and
amended definition of "limited liability company" or "domestic limited liability company" in Subdiv. (9) by reducing from
two to one the minimum number of members required, effective May 27, 1997; P.A. 99-25 redefined "professional service"
in Subdiv. (17) to include licensed professional counselors; P.A. 99-102 amended Subdiv. (17) by deleting obsolete reference to osteopathy and made a technical change; P.A. 01-157 redefined "professional service" to include real estate brokers
and insurance producers; P.A. 01-188 added new Subdiv. (5) defining "electronic transmission" or "electronically transmitted", added new Subdiv. (19) defining "sign" or "signature", and redesignated existing Subdivs. (5) to (17) as Subdivs.
(6) to (18) and existing Subdiv. (18) as Subdiv. (20); P.A. 03-18 added new Subdivs. (16) and (18) to (20) defining
"organizational documents", "other entity", "party to a consolidation" and "party to a merger", redesignated existing
Subdivs. (16) and (18) to (20) as Subdivs. (21) and (23) to (25), added new Subdivs. (22) and (26) defining "plan of merger"
or "plan of consolidation" and "survivor" and made a technical change, effective July 1, 2003; P.A. 04-175 amended
Subdiv. (23) by adding reference to licensed or certified alcohol and drug counselors in definition of "professional service";
P.A. 04-257 made a technical change in Subdiv. (14), effective June 14, 2004; P.A. 11-146 added new Subdiv. (5) defining
"deliver" or "delivery", added new Subdiv. (6) defining "document", redesignated existing Subdivs. (5) to (26) as Subdivs.
(7) to (28), amended Subdiv. (7) to rephrase language and amended Subdiv. (26) to redefine "sign" or "signature" to include
any "electronic" signature, effective January 1, 2012.
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Sec. 34-106. Annual report. Interim notice of change of manager or member.
(a) Each limited liability company shall file an annual report by electronic transmission
with the Secretary of the State which report shall be due upon the anniversary of the
filing of a limited liability company's articles of organization pursuant to section 34-120. Upon request of a limited liability company, the Secretary of the State may grant
an exemption from the requirement to file an annual report by electronic transmission
if the limited liability company does not have the capability to file by electronic transmission or make payment in an authorized manner by electronic means or if other good
cause is shown.
(b) Such reporting requirement shall commence on or after January 1, 1995, and
continue annually thereafter.
(c) Each annual report shall set forth: (1) The name of the limited liability company;
(2) the limited liability company's current principal office address; (3) the electronic
mail address, if any, of the limited liability company; and (4) the name and respective
business and residence addresses of a manager or a member of the limited liability
company, except that if good cause is shown, the Secretary of the State may accept a
business address in lieu of the business and residence addresses of such manager or
member. For the purposes of this subsection and subsection (d) of this section, a showing
of good cause shall include, but not be limited to, a showing that public disclosure of
the residence address of the manager or member of the limited liability company may
expose the personal security of such manager or member to significant risk.
(d) If the manager or member named in a limited liability company's most current
annual report pursuant to subsection (c) of this section is replaced for such purpose by
another manager or member after the limited liability company has filed such annual
report, but not later than thirty days preceding the month during which the limited liability company's next annual report becomes due, the limited liability company shall file
with the Secretary of the State an interim notice of change of manager or member that
sets forth: (1) The name of the limited liability company; and (2) the name, title and
respective business and residence addresses of the new manager or member and the
name and title of the former manager or member, except that if good cause is shown,
the Secretary of the State may accept a business address in lieu of the business and
residence addresses of the new manager or member. Any such change of manager or
member that occurs within the thirty-day period preceding the month during which the
limited liability company's next annual report becomes due shall be reflected in such
next annual report.
(e) Each annual report shall be executed in accordance with section 34-109 and be
accompanied by the filing fee established in section 34-112. The Secretary of the State
shall deliver to each limited liability company at its principal office or electronic mail
address, as shown on his records, notice that the annual report is due, but failure to
receive such notice shall not relieve a limited liability company of the requirement of
filing the report as provided in this section.
(P.A. 94-217, S. 24, 40; P.A. 01-188, S. 8; P.A. 04-240, S. 15; P.A. 11-146, S. 10.)
History: P.A. 94-217 effective January 1, 1995; P.A. 01-188 added Subsec. (c)(3) requiring annual report to set forth
the name and respective business and residence addresses of a manager or member and authorizing the Secretary of the
State for good cause shown to accept a business address in lieu of business and residence addresses and to specify that a
showing of good cause includes, but is not limited to, a showing that public disclosure of the residence address of the
manager or member may expose the personal security of such person to significant risk; P.A. 04-240 made conforming
and technical changes in Subsec. (c), added new Subsec. (d) re interim notice of change of manager or member and
redesignated existing Subsec. (d) as Subsec. (e); P.A. 11-146 amended Subsec. (a) to require annual report to be filed "by
electronic transmission" and add provision re authority of Secretary of the State to grant exemption from electronic filing
requirement if company does not have capability to file or pay electronically or if other good cause is shown, amended
Subsec. (c) to add new Subdiv. (3) re electronic mail address and redesignate existing Subdiv. (3) as Subdiv. (4) and
amended Subsec. (e) to require Secretary of the State to "deliver" a "notice that the annual report is due", rather than "mail"
a "form prescribed by him for the annual report", allow delivery of such notice to company's electronic mail address and
make a conforming change, effective January 1, 2012.
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Sec. 34-110. Filing of documents. (a) The original signed copy of the articles of
organization or any other document required to be filed pursuant to sections 34-100
to 34-242, inclusive, shall be delivered to the Secretary of the State. The articles of
organization or any other document required to be filed shall be typewritten or printed
or, if electronically transmitted, in a format that can be retrieved or reproduced in typewritten or printed form. Unless the Secretary of the State determines that the document
does not conform to the filing provisions of said sections, the Secretary of the State
shall, when all required filing fees have been paid: (1) Endorse on each signed document
"filed" and the date and time of its acceptance for filing; and (2) retain the signed document in the Secretary of the State's files.
(b) When any document is required or permitted to be filed or recorded as provided
in sections 34-100 to 34-242, inclusive, the Secretary of the State may, in the Secretary
of the State's discretion, for good cause, permit a photostatic or other photographic copy
of such document to be filed or recorded in lieu of the original instrument. Such filing
or recording shall have the same force and effect as if the original instrument had been
so filed or recorded.
(c) The Secretary of the State may require or permit the filing by electronic transmission or by employing new technology as it is developed of any document that is required
by law or regulation under sections 34-100 to 34-242, inclusive, to be filed with the
Secretary of the State.
(d) If the Secretary of the State determines that the document does not conform to
the filing provisions of sections 34-100 to 34-242, inclusive, or is not accompanied by
all fees required by law, the document shall not be filed and the Secretary of the State
shall return the document to the person originally submitting it.
(P.A. 93-267, S. 14; P.A. 94-217, S. 39; P.A. 01-188, S. 2; P.A. 11-146, S. 11.)
History: P.A. 94-217 made technical changes and amended Subsec. (a) to make the secretary's duties apply with respect
to any document that is filed, not just the articles of organization; P.A. 01-188 amended Subsec. (a) to add provision
requiring the articles of organization or any other document required to be filed to be typewritten or printed or, if authorized
by the Secretary of the State, electronically transmitted, replace "signed original of the document" and "signed original"
with "signed document" and make technical changes for purposes of gender neutrality and add new Subsec. (b) authorizing
the Secretary of the State for good cause to permit the filing or recording of a photostatic or other photographic copy of a
document in lieu of the original instrument and providing that such filing or recording shall have the same force and effect
as if the original instrument had been so filed or recorded, redesignating former Subsec. (b) as Subsec. (c); P.A. 11-146
amended Subsec. (a) to replace "or, if authorized by the Secretary of the State, electronically transmitted" with "or, if
electronically transmitted, in a format that can be retrieved or reproduced in typewritten or printed form", added new
Subsec. (c) re authority of Secretary of the State to require or permit filing by electronic transmission or by employing
new technology as it is developed of any document required to be filed with said Secretary and redesignated existing
Subsec. (c) as Subsec. (d), effective January 1, 2012.
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Sec. 34-193. *(See end of section for amended version and effective date.)
Merger or consolidation. (a) Except as provided in subsection (b) of this section, any
one or more limited liability companies may merge or consolidate with or into any one
or more domestic or foreign limited liability companies or 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, in a manner provided in sections 34-194 and 34-195.
(b) A limited liability company organized under sections 34-100 to 34-242, inclusive, to render professional services may merge or consolidate only with another domestic limited liability company organized under said sections, a professional service corporation organized under chapter 594a or a partnership or limited liability partnership
organized under chapter 614, if such company, corporation or partnership is organized
to render the same professional service. A merger or consolidation of a limited liability
company organized under sections 34-100 to 34-242, inclusive, to render professional
services with any foreign limited liability company or foreign other entity is prohibited.
(P.A. 93-267, S. 64; P.A. 03-18, S. 63; P.A. 04-99, S. 4.)
*Note: On and after January 1, 2014, this section, as amended by section 46 of public
11-241, is to read as follows:
"Sec. 34-193. Merger or consolidation. (a) Except as provided in subsection (b)
of this section, any one or more limited liability companies may merge or consolidate
with or into any one or more domestic or foreign limited liability companies in a manner
provided in sections 34-194 and 34-195.
(b) A limited liability company organized under sections 34-100 to 34-242, inclusive, to render professional services may merge or consolidate only with another domestic limited liability company organized under said sections. A merger or consolidation
of a limited liability company organized under sections 34-100 to 34-242, inclusive, to
render professional services with any foreign limited liability company or foreign other
entity is prohibited."
(P.A. 93-267, S. 64; P.A. 03-18, S. 63; P.A. 04-99, S. 4; P.A. 11-241, S. 46.)
History: P.A. 03-18 amended Subsec. (a) by adding provision re one or more other entities formed or organized under
the laws of this state or any foreign country or other foreign jurisdiction or combination thereof and amended Subsec. (b)
by replacing "formed" with "organized" and "shall merge" with "may merge", adding provisions re professional service
corporation organized under chapter 594a or partnership or limited liability partnership organized under chapter 614, re
limited liability company organized under Secs. 34-100 to 34-242, inclusive, to render professional services and re foreign
other entity, and making technical changes, effective July 1, 2003; P.A. 04-99 amended Subsec. (a) by providing for merger
or consolidation with or into one or more "domestic or foreign" limited liability companies, effective May 10, 2004; P.A.
11-241 amended Subsec. (a) to delete provision re other entities and amended Subsec. (b) to delete provision re professional
service corporation and partnership or limited liability partnership organized under Ch. 614, effective January 1, 2014.
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Sec. 34-195. *(See end of section for amended version and effective date.) Plan
of merger or consolidation. (a) Each limited liability company or other entity that is
a party to a proposed merger or consolidation shall enter into a written plan of merger
or consolidation, which shall be approved in accordance with section 34-194.
(b) The plan of merger or consolidation shall set forth: (1) The name of each limited
liability company and other entity that is a party to the merger or consolidation and the
name of the survivor in a merger or the new limited liability company in a consolidation;
(2) the terms and conditions of the proposed merger or consolidation; (3) the manner
and basis of converting the interests in each limited liability company or other entity in
the merger or consolidation into interests of the surviving or new limited liability company or other entity or, in whole or in part, into cash or other property; (4) in the case
of a merger, such amendments to the organizational documents of the survivor as are
desired to be effected by the merger, or that no such changes are desired; (5) in the case
of a consolidation, all of the statements required to be set forth in the organizational
documents of the survivor; and (6) such other provisions relating to the proposed merger
or consolidation as are deemed necessary or desirable. If the merger or consolidation
involves an other entity, a written plan of merger or consolidation that meets the requirements for merger or consolidation of the statutes under which such other entity is organized or by which it is governed shall be deemed to meet the requirements for a plan
of merger or consolidation under this section.
(P.A. 93-267, S. 66; P.A. 03-18, S. 65.)
*Note: On and after January 1, 2014, this section, as amended by section 47 of public
act 11-241, is to read as follows:
"Sec. 34-195. Plan of merger or consolidation. (a) Each limited liability company that is a party to a proposed merger or consolidation shall enter into a written plan
of merger or consolidation, which shall be approved in accordance with section 34-194.
(b) The plan of merger or consolidation shall set forth: (1) The name of each limited
liability company that is a party to the merger or consolidation and the name of the
survivor in a merger or the new limited liability company in a consolidation; (2) the
terms and conditions of the proposed merger or consolidation; (3) the manner and basis
of converting the interests in each limited liability company in the merger or consolidation into interests of the surviving or new limited liability company or, in whole or in
part, into cash or other property; (4) in the case of a merger, such amendments to the
organizational documents of the survivor as are desired to be effected by the merger,
or that no such changes are desired; (5) in the case of a consolidation, all of the statements
required to be set forth in the organizational documents of the survivor; and (6) such other
provisions relating to the proposed merger or consolidation as are deemed necessary or
desirable."
(P.A. 93-267, S. 66; P.A. 03-18, S. 65; P.A. 11-241, S. 47.)
History: P.A. 03-18 amended Subsec. (a) by adding provision re other entity and amended Subsec. (b) by adding
provisions re other entity and re party to the merger or consolidation, replacing references to surviving limited liability
company with references to survivor and references to articles of organization of the surviving or any new limited liability
company with references to organizational documents of the survivor and adding provisions re plan of merger or consolidation meeting requirements of statutes under which other entity is organized or governed, effective July 1, 2003; P.A. 11-241 deleted provisions re other entity, effective January 1, 2014.
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Sec. 34-196. *(See end of section for amended version and effective date.) Articles of merger or consolidation. (a) After a plan of merger or consolidation is approved
as provided in section 34-194, the survivor shall deliver to the Secretary of the State for
filing articles of merger or consolidation duly executed by each limited liability company
and other entity that is a party thereto setting forth: (1) The name and jurisdiction of
formation or organization of each limited liability company and other entity; (2) the
effective date of the merger or consolidation if later than the date of filing of the articles
of merger or consolidation; (3) the name of the survivor; (4) a statement that the plan
of merger or consolidation was duly authorized and approved by each limited liability
company in accordance with the provisions of section 34-194 and by each other entity
in accordance with the applicable organizational documents of each other entity; (5) if
the articles of organization of the survivor of the merger are amended, the amendments
to such articles of organization or, if a new limited liability company is created as a
result of the consolidation, the articles of organization of such new limited liability
company; (6) that the plan of merger or consolidation is on file at a place of business
of the survivor and the address thereof; and (7) that a copy of the plan of merger or
consolidation will be furnished by the survivor, on request and without cost, to any
person holding an interest in any limited liability company or other entity that is a party
to the merger or consolidation.
(b) A merger or consolidation takes effect upon the later of the effective date of the
filing of the articles of merger or consolidation or the date set forth in the plan of merger
or consolidation.
(c) The articles of merger or consolidation shall be executed by each limited liability
company or other entity that is a party to the merger or consolidation. The survivor shall
file the articles of merger or consolidation with the Secretary of the State in the manner
provided for in section 34-110 as a condition of the effectiveness of the merger or consolidation.
(d) Articles of merger or consolidation shall act as articles of dissolution for a limited
liability company which is not the survivor in the merger or consolidation.
(e) A plan of merger or consolidation authorized and approved in accordance with
section 34-194 may effect any amendment to the operating agreement or effect the
adoption of a new operating agreement for a limited liability company if it is the survivor
in the merger or consolidation. Such a plan of merger or consolidation may also provide
that the operating agreement of any limited liability company that is a party to the merger
or consolidation, including a limited liability company formed for the purpose of consummating a merger or consolidation, shall be the operating agreement of the survivor.
Any amendment to an operating agreement or adoption of a new operating agreement
made pursuant to this subsection shall be effective at the effective time or date of the
merger or consolidation. The provisions of this subsection shall not be construed to limit
the accomplishment of a merger or consolidation or of any of the matters referred to in
this subsection by any other means provided for in an operating agreement or other
agreement or as otherwise permitted by law.
(P.A. 93-267, S. 67; P.A. 03-18, S. 66.)
*Note: On and after January 1, 2014, this section, as amended by section 48 of public
act 11-241, is to read as follows:
"Sec. 34-196. Articles of merger or consolidation. (a) After a plan of merger or
consolidation is approved as provided in section 34-194, the survivor shall deliver to
the Secretary of the State for filing articles of merger or consolidation duly executed
by each limited liability company that is a party thereto setting forth: (1) The name
and jurisdiction of formation or organization of each limited liability company; (2) the
effective date of the merger or consolidation if later than the date of filing of the articles
of merger or consolidation; (3) the name of the survivor; (4) a statement that the plan
of merger or consolidation was duly authorized and approved by each limited liability
company in accordance with the provisions of section 34-194; (5) if the articles of
organization of the survivor of the merger are amended, the amendments to such articles
of organization or, if a new limited liability company is created as a result of the consolidation, the articles of organization of such new limited liability company; (6) that the
plan of merger or consolidation is on file at a place of business of the survivor and the
address thereof; and (7) that a copy of the plan of merger or consolidation shall be
furnished by the survivor, on request and without cost, to any person holding an interest
in any limited liability company that is a party to the merger or consolidation.
(b) A merger or consolidation takes effect upon the later of the effective date of the
filing of the articles of merger or consolidation or the date set forth in the plan of merger
or consolidation.
(c) The articles of merger or consolidation shall be executed by each limited liability
company that is a party to the merger or consolidation. The survivor shall file the articles
of merger or consolidation with the Secretary of the State in the manner provided for
in section 34-110 as a condition of the effectiveness of the merger or consolidation.
(d) Articles of merger or consolidation shall act as articles of dissolution for a limited
liability company which is not the survivor in the merger or consolidation.
(e) A plan of merger or consolidation authorized and approved in accordance with
section 34-194 may effect any amendment to the operating agreement or effect the
adoption of a new operating agreement for a limited liability company if it is the survivor
in the merger or consolidation. Such a plan of merger or consolidation may also provide
that the operating agreement of any limited liability company that is a party to the merger
or consolidation, including a limited liability company formed for the purpose of consummating a merger or consolidation, shall be the operating agreement of the survivor.
Any amendment to an operating agreement or adoption of a new operating agreement
made pursuant to this subsection shall be effective at the effective time or date of the
merger or consolidation. The provisions of this subsection shall not be construed to limit
the accomplishment of a merger or consolidation or of any of the matters referred to in
this subsection by any other means provided for in an operating agreement or other
agreement or as otherwise permitted by law."
(P.A. 93-267, S. 67; P.A. 03-18, S. 66; P.A. 11-241, S. 48.)
History: P.A. 03-18 replaced references to surviving or new limited liability company with references to survivor and
added provisions re other entity throughout, amended Subsec. (a) by adding provision re limited liability company and
other entity that is a party to the merger or consolidation, adding provision in Subdiv. (4) re applicable organizational
documents of each other entity, adding new Subdiv. (5) re amended or new articles of organization, and redesignating
existing Subdivs. (5) and (6) as Subdivs. (6) and (7), amended Subsec. (c) by adding provisions re filing by survivor of
articles of merger or consolidation as a condition of effectiveness of the merger or consolidation, deleting provision re
execution in the manner provided for in Sec. 34-109 and making a technical change, and amended Subsec. (e) by making
a technical change, effective July 1, 2003; P.A. 11-241 deleted provisions re other entity and, in Subsec. (a)(7), changed
"will" to "shall", effective January 1, 2014.
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Sec. 34-197. *(See end of section for amended version and effective date.) Effect of merger or consolidation. Upon the effectiveness of a merger or consolidation:
(1) The survivor shall be a limited liability company or other entity which, in the
case of a merger, shall be the limited liability company or other entity designated in the
plan of merger as the survivor and, in the case of a consolidation, shall be the new limited
liability company or other entity provided for in the plan of consolidation.
(2) The separate existence of each limited liability company or other entity that is
a party to the plan of merger or consolidation, except the survivor, shall cease.
(3) The survivor shall thereupon and thereafter possess all the rights, privileges,
immunities and powers of each of the merging or consolidating limited liability companies or other entities and shall be subject to all the restrictions, disabilities and duties
of each of the merging or consolidating limited liability companies or other entities.
(4) Any property, real, personal and mixed, and all debts due on whatever account,
including promises to make capital contributions, and all other choses in action, and all
and every other interest of or belonging to or due to each party to the merger or the
consolidation shall be vested in the survivor without further act or deed.
(5) The title to all real estate, and any interest therein, vested in any party to the
merger or the consolidation shall not revert or be in any way impaired by reason of such
merger or consolidation.
(6) The survivor shall be responsible and liable for all liabilities and obligations of
each of the limited liability companies or other entities that were merged or consolidated,
and any claim existing or action or proceeding pending by or against any limited liability
company or other entity that was a party to the merger or consolidation may be prosecuted as if such merger or consolidation had not taken place, or the survivor may be
substituted in the action.
(7) Neither the rights of creditors nor any liens on the property of any limited liability
company or other entity that is a party to the merger or consolidation shall be impaired
by the merger or consolidation.
(8) The membership or other interests in a limited liability company or other entity
that are to be converted or exchanged into interests, cash, obligations or other property
under the terms of the plan of merger or consolidation are so converted, and the former
holders thereof are entitled only to the rights provided in the plan of merger or consolidation or the rights otherwise provided by law.
(P.A. 93-267, S. 68; P.A. 03-18, S. 67.)
*Note: On and after January 1, 2014, this section, as amended by section 49 of public
act 11-241, is to read as follows:
"Sec. 34-197. Effect of merger or consolidation. Upon the effectiveness of a
merger or consolidation:
(1) The survivor shall be a limited liability company which, in the case of a merger,
shall be the limited liability company designated in the plan of merger as the survivor
and, in the case of a consolidation, shall be the new limited liability company provided
for in the plan of consolidation.
(2) The separate existence of each limited liability company that is a party to the
plan of merger or consolidation, except the survivor, shall cease.
(3) The survivor shall thereupon and thereafter possess all the rights, privileges,
immunities and powers of each of the merging or consolidating limited liability companies and shall be subject to all the restrictions, disabilities and duties of each of the
merging or consolidating limited liability companies.
(4) Any property, real, personal and mixed, and all debts due on whatever account,
including promises to make capital contributions, and all other choses in action, and all
and every other interest of or belonging to or due to each party to the merger or the
consolidation shall be vested in the survivor without further act or deed.
(5) The title to all real estate, and any interest therein, vested in any party to the
merger or the consolidation shall not revert or be in any way impaired by reason of such
merger or consolidation.
(6) The survivor shall be responsible and liable for all liabilities and obligations of
each of the limited liability companies that were merged or consolidated, and any claim
existing or action or proceeding pending by or against any limited liability company
that was a party to the merger or consolidation may be prosecuted as if such merger or
consolidation had not taken place, or the survivor may be substituted in the action.
(7) Neither the rights of creditors nor any liens on the property of any limited liability
company that is a party to the merger or consolidation shall be impaired by the merger
or consolidation.
(8) The membership or other interests in a limited liability company that are to be
converted or exchanged into interests, cash, obligations or other property under the
terms of the plan of merger or consolidation are so converted, and the former holders
thereof are entitled only to the rights provided in the plan of merger or consolidation or
the rights otherwise provided by law."
(P.A. 93-267, S. 68; P.A. 03-18, S. 67; P.A. 11-241, S. 49.)
History: P.A. 03-18 replaced references to surviving or new limited liability company with references to survivor and
added provisions re other entity throughout, amended Subdiv. (1) by replacing "limited liability companies party to the
plan of merger or consolidation" with "survivor", amended Subdiv. (3) by replacing "is subject to" with "shall be subject
to", amended Subdiv. (4) by replacing "All property" with "Any property" and replacing "each of the limited liability
companies" with "each party to the merger or the consolidation", and amended Subdiv. (5) by replacing "any such limited
liability company" with "any party to the merger or the consolidation", effective July 1, 2003; P.A. 11-241 deleted provisions
re other entities, effective January 1, 2014.
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Sec. 34-199. (Note: This section is repealed, effective January 1, 2014.) Conversion of domestic general or limited partnership to limited liability company. (a)
A domestic general partnership formed under or governed by the provisions of sections
34-300 to 34-434, inclusive, or a domestic limited partnership formed under or governed
by the provisions of sections 34-9 to 34-38q, inclusive, may convert to a limited liability
company by filing articles of organization that meet the requirements of section 34-121,
and include the following: (1) A statement that the limited liability company is formed
as the result of the conversion of a general partnership or a limited partnership; (2) the
name of the former general partnership or limited partnership; and (3) in the case of a
general partnership, its initial date of formation, or in the case of a limited partnership,
the date of filing of the initial certificate of limited partnership.
(b) The terms and conditions of a conversion of a domestic general partnership or
domestic limited partnership to a limited liability company shall be approved by the
partners in the manner provided in the partnership agreement for amendments to the
partnership agreement or, if no such provision is made in a partnership agreement, by
all the partners.
(c) Notwithstanding the provisions of section 34-398, subsection (a) of this section
governs any conversion of a domestic general partnership or domestic limited partnership to a limited liability company filed on or after July 1, 1997.
(P.A. 94-217, S. 5, 40; P.A. 96-77, S. 11, 17; P.A. 06-57, S. 1; P.A. 11-241, S. 58.)
History: P.A. 94-217 effective July 1, 1995; P.A. 96-77 amended Subsec. (a) to replace reference to "sections 34-39
to 34-81, inclusive," with "sections 34-300 to 34-434, inclusive," effective July 1, 1997; P.A. 06-57 added "or governed
by" in Subsec. (a), inserted references to "domestic" general and limited partnerships in Subsecs. (a) and (b) and added
Subsec. (c) re conversions filed on or after July 1, 1997, effective May 8, 2006; P.A. 11-241 repealed section, effective
January 1, 2014.
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Sec. 34-200. (Note: This section is repealed, effective January 1, 2014.) Effect
of conversion. (a) A general or limited partnership that has been converted to a limited
liability company pursuant to section 34-199 shall be deemed for all purposes the same
entity that existed before the conversion, except that the converted entity, its members
and managers shall be governed solely by the provisions of sections 34-100 to 34-242,
inclusive.
(b) The conversion shall take effect upon the formation of the limited liability company as provided by section 34-123. Upon such effective date: (1) All property owned
by the converting general or limited partnership remains vested in the converted entity;
(2) all obligations of the converting general or limited partnership continue as obligations
of the converted entity; (3) an action or proceeding pending against the converting general or limited partnership may be continued as if the conversion had not occurred; (4)
an action or proceeding pending against any person in such person's capacity as a general
partner in a converting general or limited partnership may be continued as if the conversion had not occurred; and (5) all liabilities of any person in such person's capacity as
a general partner in a converting general or limited partnership, notwithstanding the
value of the assets of the converting general or limited partnership on such effective date,
shall continue as liabilities of such person, except as may be provided in the operating
agreement with respect to those liabilities of such person to other members of the limited
liability company that has been converted pursuant to section 34-199.
(c) In the case of a limited partnership that has been converted pursuant to section 34-199, the articles of organization filed pursuant to said section shall serve as a certificate of
cancellation of the converting limited partnership pursuant to section 34-32a.
(P.A. 94-217, S. 6, 40; P.A. 97-70, S. 9, 11; P.A. 11-241, S. 58.)
History: P.A. 94-217 effective July 1, 1995; P.A. 97-70 amended Subsec. (b) to make the conversion take effect "upon
the formation of the limited liability company" rather than "upon endorsement of the Secretary of the State", effective
May 27, 1997; P.A. 11-241 repealed section, effective January 1, 2014.
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Sec. 34-229. Annual report. Interim notice of change of manager or member.
(a) A foreign limited liability company registered to transact business in this state shall
file an annual report by electronic transmission with the office of the Secretary of the
State which report shall be due upon the anniversary of such foreign limited liability
company's registration pursuant to section 34-223. Upon request of a foreign limited
liability company, the Secretary of the State may grant an exemption from the requirement to file an annual report by electronic transmission if the foreign limited liability
company does not have the capability to file by electronic transmission or make payment
in an authorized manner by electronic means or if other good cause is shown.
(b) Such reporting requirement shall commence on and after January 1, 1995, and
continue annually thereafter.
(c) Each annual report shall set forth: (1) The name of the foreign limited liability
company and, if different, the name under which such foreign limited liability company
transacts business in this state; (2) the address of the office required to be maintained
in the state or other jurisdiction of the foreign limited liability company's organization
by the laws of that state or jurisdiction or, if not so required, the address of its principal
office; (3) the electronic mail address, if any, of the foreign limited liability company;
and (4) the name and respective business and residence addresses of a manager or a
member of the foreign limited liability company, except that if good cause is shown,
the Secretary of the State may accept a business address in lieu of the business and
residence addresses of such manager or member. For the purposes of this subsection
and subsection (d) of this section, a showing of good cause shall include, but not be
limited to, a showing that public disclosure of the residence address of the manager or
member of the foreign limited liability company may expose the personal security of
such manager or member to significant risk.
(d) If the manager or member named in a foreign limited liability company's most
current annual report pursuant to subsection (c) of this section is replaced for such
purpose by another manager or member after the foreign limited liability company has
filed such annual report, but not later than thirty days preceding the month during which
the foreign limited liability company's next annual report becomes due, the foreign
limited liability company shall file with the Secretary of the State an interim notice of
change of manager or member that sets forth: (1) The name of the foreign limited liability
company; and (2) the name, title and respective business and residence addresses of the
new manager or member and the name and title of the former manager or member,
except that if good cause is shown, the Secretary of the State may accept a business
address in lieu of the business and residence addresses of the new manager or member.
Any such change of manager or member that occurs within the thirty-day period preceding the month during which the foreign limited liability company's next annual report
becomes due shall be reflected in such next annual report.
(e) Each annual report shall be executed in accordance with section 34-109 and be
accompanied by the filing fee established in section 34-112. The Secretary of the State
shall deliver to each foreign limited liability company at its principal office or electronic
mail address, as shown on his records, notice that the annual report is due, but failure
to receive such notice shall not relieve a foreign limited liability company of the requirement of filing the report as provided in this section.
(P.A. 94-217, S. 28, 40; P.A. 04-240, S. 18; P.A. 11-146, S. 12.)
History: P.A. 94-217 effective January 1, 1995; P.A. 04-240 added Subsec. (c)(3) re inclusion in annual report of name
and addresses of manager or member of the foreign limited liability company and provision re showing of good cause,
added new Subsec. (d) re interim notice of change of manager or member and redesignated existing Subsec. (d) as Subsec.
(e); P.A. 11-146 amended Subsec. (a) to require annual report to be filed "by electronic transmission" and add provision
re authority of Secretary of the State to grant exemption from electronic filing requirement if company does not have
capability to file or pay electronically or if other good cause is shown, amended Subsec. (c) to add new Subdiv. (3) re
electronic mail address and redesignate existing Subdiv. (3) as Subdiv. (4) and amended Subsec. (e) to require Secretary
of the State to "deliver" a "notice that the annual report is due", rather than "mail" a "form prescribed by him for the annual
report", allow delivery of such notice to company's electronic mail address and make a conforming change, effective
January 1, 2012.
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