CHAPTER 616

ENTITY TRANSACTIONS

Table of Contents

Sec. 34-600. (Note: This section is effective January 1, 2014.) Definitions.

Sec. 34-601. (Note: This section is effective January 1, 2014.) Relationship of chapter to other laws.

Sec. 34-602. (Note: This section is effective January 1, 2014.) Required notice or approval.

Sec. 34-603. (Note: This section is effective January 1, 2014.) Status of filings.

Sec. 34-604. (Note: This section is effective January 1, 2014.) Nonexclusivity.

Sec. 34-605. (Note: This section is effective January 1, 2014.) Reference to external facts.

Sec. 34-606. (Note: This section is effective January 1, 2014.) Alternative means of approval of transactions.

Sec. 34-607. (Note: This section is effective January 1, 2014.) Appraisal rights.

Sec. 34-608. (Note: This section is effective January 1, 2014.) Excluded entities and transactions.

Secs. 34-609 and 34-610. Reserved

Sec. 34-611. (Note: This section is effective January 1, 2014.) Merger authorized.

Sec. 34-612. (Note: This section is effective January 1, 2014.) Plan of merger.

Sec. 34-613. (Note: This section is effective January 1, 2014.) Approval of plan of merger.

Sec. 34-614. (Note: This section is effective January 1, 2014.) Amendment or abandonment of plan of merger.

Sec. 34-615. (Note: This section is effective January 1, 2014.) Certificate of merger; effective date.

Sec. 34-616. (Note: This section is effective January 1, 2014.) Effect of merger.

Secs. 34-617 to 34-620. Reserved

Sec. 34-621. (Note: This section is effective January 1, 2014.) Interest exchange authorized.

Sec. 34-622. (Note: This section is effective January 1, 2014.) Plan of interest exchange.

Sec. 34-623. (Note: This section is effective January 1, 2014.) Approval of interest exchange.

Sec. 34-624. (Note: This section is effective January 1, 2014.) Amendment or abandonment of plan of interest exchange.

Sec. 34-625. (Note: This section is effective January 1, 2014.) Certificate of interest exchange; effective date.

Sec. 34-626. (Note: This section is effective January 1, 2014.) Effect of interest exchange.

Secs. 34-627 to 34-630. Reserved

Sec. 34-631. (Note: This section is effective January 1, 2014.) Conversion authorized.

Sec. 34-632. (Note: This section is effective January 1, 2014.) Plan of conversion.

Sec. 34-633. (Note: This section is effective January 1, 2014.) Approval of plan of conversion.

Sec. 34-634. (Note: This section is effective January 1, 2014.) Amendment or abandonment of plan of conversion.

Sec. 34-635. (Note: This section is effective January 1, 2014.) Certificate of conversion; effective date.

Sec. 34-636. (Note: This section is effective January 1, 2014.) Effect of conversion.

Secs. 34-637 to 34-640. Reserved

Sec. 34-641. (Note: This section is effective January 1, 2014.) Domestication authorized.

Sec. 34-642. (Note: This section is effective January 1, 2014.) Plan of domestication.

Sec. 34-643. (Note: This section is effective January 1, 2014.) Approval of plan of domestication.

Sec. 34-644. (Note: This section is effective January 1, 2014.) Amendment or abandonment of plan of domestication.

Sec. 34-645. (Note: This section is effective January 1, 2014.) Statement of domestication; effective date.

Sec. 34-646. (Note: This section is effective January 1, 2014.) Effect of domestication.


PART I

GENERAL PROVISIONS

Sec. 34-600. (Note: This section is effective January 1, 2014.) Definitions. As used in this chapter:

(1) “Acquired entity” means the entity, all of one or more classes or series of interests of which are acquired in an interest exchange.

(2) “Acquiring entity” means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange.

(3) “Approve” means, in the case of an entity, for its governors and interest holders to take whatever steps are necessary under its organic rules, organic law and other law to (A) propose a transaction subject to this chapter; (B) adopt and approve the terms and conditions of the transaction; and (C) conduct any required proceedings or otherwise obtain any required votes or consents of the governors or interest holders.

(4) “Business corporation” means a corporation whose internal affairs are governed by chapter 601 or a professional service corporation governed by chapter 594a.

(5) “Conversion” means a transaction authorized by part IV of this chapter.

(6) “Converted entity” means the converting entity as it continues in existence after a conversion.

(7) “Converting entity” means the domestic entity that approves a plan of conversion pursuant to section 34-633 or the foreign entity that approves a conversion pursuant to the law of its jurisdiction of organization.

(8) “Domestic entity”, unless the context otherwise requires, means an entity whose internal affairs are governed by the law of this state.

(9) “Domesticated entity” means the domesticating entity as it continues in existence after a domestication.

(10) “Domesticating entity” means the domestic entity that approves a plan of domestication pursuant to section 34-643 or the foreign entity that approves a domestication pursuant to the law of its jurisdiction of organization.

(11) “Domestication” means a transaction authorized by part V of this chapter.

(12) “Entity”, unless the context otherwise requires, means (A) a business corporation; (B) a nonprofit corporation; (C) a general partnership, including a limited liability partnership; (D) a limited partnership, including a limited liability limited partnership; (E) a limited liability company; (F) a business trust or statutory trust entity; (G) an unincorporated nonprofit association; (H) a cooperative; or (I) any other person who has a separate legal existence or the power to acquire an interest in real property in his or her own name other than (i) an individual; (ii) a testamentary, inter vivos or charitable trust, with the exception of a business trust, statutory trust entity or similar trust; (iii) an association or relationship that is not a partnership solely by reason of the law of any other jurisdiction; (iv) a decedent’s estate; or (v) a government, a governmental subdivision, agency or instrumentality, or a quasi-governmental instrumentality.

(13) “Filing entity” means an entity that is created by the filing of a public organic document.

(14) “Foreign entity” means an entity other than a domestic entity.

(15) “Governance interest” means the right under the organic law or organic rules of an entity, other than as a governor, agent, assignee or proxy, to (A) receive or demand access to information concerning, or the books and records of, the entity; (B) vote for the election of the governors of the entity; or (C) receive notice of or vote on any or all issues involving the internal affairs of the entity.

(16) “Governor” means a person by or under whose authority the powers of an entity are exercised and under whose direction the business and affairs of the entity are managed pursuant to the organic law and organic rules of the entity.

(17) “Interest”, unless the context otherwise requires, means (A) a governance interest in an unincorporated entity; (B) a transferable interest in an unincorporated entity; or (C) a share or membership in a corporation.

(18) “Interest exchange” means a transaction authorized by part III of this chapter.

(19) “Interest holder” means a direct holder of an interest.

(20) “Interest holder liability” means (A) personal liability for a liability of an entity that is imposed on a person (i) solely by reason of the status of the person as an interest holder, or (ii) by the organic rules of the entity pursuant to a provision of the organic law authorizing the organic rules to make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity; or (B) an obligation of an interest holder under the organic rules of an entity to contribute to the entity.

(21) “Jurisdiction of organization” of an entity means the jurisdiction under which the law includes the organic law of the entity.

(22) “Liability” means a debt, obligation or any other liability arising in any manner, regardless of whether it is secured or contingent.

(23) “Merger” means a transaction in which two or more merging entities are combined into a surviving entity pursuant to a filing with the Secretary of the State.

(24) “Merging entity” means an entity that is a party to a merger and exists immediately before the merger becomes effective.

(25) “Nonprofit corporation” means a corporation whose internal affairs are governed by chapter 602.

(26) “Organic law” means the section of the general statutes, if any, other than this section and sections 34-601 to 34-646, inclusive, governing the internal affairs of an entity.

(27) “Organic rules” means the public organic document and private organic rules of an entity.

(28) “Person” means an individual, corporation, estate, trust, partnership, limited liability company, business or similar trust, association, joint venture, public corporation, government or governmental subdivision, agency or instrumentality, or any other legal or commercial entity.

(29) “Plan” means a plan of merger, interest exchange, conversion or domestication.

(30) “Private organic rules” means the rules, whether or not in a record, that govern the internal affairs of an entity are binding on all of its interest holders and are not part of its public organic document, if any.

(31) “Protected agreement” means (A) a record evidencing indebtedness and any related agreement in effect on or after October 1, 2011; (B) an agreement that is binding on an entity on or after October 1, 2011; (C) the organic rules of an entity in effect on or after October 1, 2011; or (D) an agreement that is binding on any of the governors or interest holders of an entity on or after October 1, 2011.

(32) “Public organic document” means the public record, the filing of which creates an entity and any amendment to or restatement of such record.

(33) “Qualified foreign entity” means a foreign entity that is authorized to transact business in this state pursuant to a filing with the Secretary of the State.

(34) “Record” means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form.

(35) “Sign” or “signature” includes any manual, facsimile, conformed or electronic signature.

(36) “Surviving entity” means the entity that continues in existence after a merger or that is created by a merger.

(37) “Transferable interest” means the right under an entity’s organic law to receive distributions from the entity.

(38) “Type”, with regard to an entity, means a generic form of entity (A) recognized at common law, or (B) organized under an organic law, whether or not an entity organized under such organic law subject to the provisions of such organic law creating different categories of the form of entity.

(P.A. 11-241, S. 1.)

History: P.A. 11-241 effective January 1, 2014.

Sec. 34-601. (Note: This section is effective January 1, 2014.) Relationship of chapter to other laws. (a) Unless displaced by the particular provisions of this chapter, the principles of law and equity shall supplement this chapter.

(b) This chapter shall not authorize any action prohibited by law or affect the application or requirements of law.

(c) A transaction effected under this chapter shall not create or impair any right or obligation on the part of a person under a provision of the law of this state relating to a change in control, takeover, business combination, control-share acquisition or similar transaction involving a domestic merging, acquired, converting or domesticating corporation unless (1) the transaction satisfies any requirements of such provision, provided the corporation does not survive the transaction, or (2) the approval of the plan is by a vote of the shareholders or directors that is sufficient to create or impair the right or obligation directly under such provision, provided the corporation survives the transaction.

(P.A. 11-241, S. 2.)

History: P.A. 11-241 effective January 1, 2014.

Sec. 34-602. (Note: This section is effective January 1, 2014.) Required notice or approval. (a) A domestic or foreign entity that is required to give notice to or obtain the approval of a governmental agency or officer in order to be a party to a merger shall give such notice or obtain such approval in order to be a party to an interest exchange, conversion or domestication.

(b) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this chapter becomes effective shall not, as a result of the transaction, be diverted from the objects for which it was donated, granted or devised, unless, to the extent required by or pursuant to the law of this state concerning cy pres or other law concerning nondiversion of charitable assets, the entity obtains an appropriate order of the Attorney General specifying the disposition of the property.

(P.A. 11-241, S. 3.)

History: P.A. 11-241 effective January 1, 2014.

Sec. 34-603. (Note: This section is effective January 1, 2014.) Status of filings. A filing under this chapter signed by a domestic entity shall become part of the public organic document of the entity, provided the organic law of the entity provides that similar filings under such law become part of the public organic document of the entity.

(P.A. 11-241, S. 4.)

History: P.A. 11-241 effective January 1, 2014.

Sec. 34-604. (Note: This section is effective January 1, 2014.) Nonexclusivity. The fact that a transaction under this chapter produces a certain result shall not preclude the same result from being accomplished in any other manner permitted by law.

(P.A. 11-241, S. 5.)

History: P.A. 11-241 effective January 1, 2014.

Sec. 34-605. (Note: This section is effective January 1, 2014.) Reference to external facts. A plan may refer to facts ascertainable outside of the plan, provided the manner in which the facts shall operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination or action is within the control of a party to the transaction.

(P.A. 11-241, S. 6.)

History: P.A. 11-241 effective January 1, 2014.

Sec. 34-606. (Note: This section is effective January 1, 2014.) Alternative means of approval of transactions. Except as otherwise provided in the organic law or organic rules of a domestic entity, approval of a transaction under this chapter by the unanimous vote or consent of such entity’s interest holders shall satisfy the requirements of this chapter for approval of the transaction.

(P.A. 11-241, S. 7.)

History: P.A. 11-241 effective January 1, 2014.

Sec. 34-607. (Note: This section is effective January 1, 2014.) Appraisal rights. (a) An interest holder of a domestic merging, acquired, converting or domesticating corporation shall be entitled to appraisal rights in connection with the transaction, provided the interest holder would have been entitled to appraisal rights under the entity’s organic law in connection with a merger in which the interest of the interest holder was changed, converted or exchanged unless (1) the organic law permits the organic rules to limit the availability of appraisal rights, and (2) the organic rules provide such a limit.

(b) An interest holder of a domestic merging, acquired, converting or domesticating entity shall be entitled to contractual appraisal rights in connection with a transaction under this chapter to the extent provided (1) in the entity’s organic rules; (2) in the plan; or (3) in the case of a business corporation, by action of its governors.

(c) If an interest holder is entitled to contractual appraisal rights under subsection (b) of this section and the entity’s organic law does not provide procedures for the conduct of an appraisal rights proceeding, sections 33-855 to 33-868, inclusive, shall apply to the extent practicable or as otherwise provided in the entity’s organic rules or the plan.

(P.A. 11-241, S. 8.)

History: P.A. 11-241 effective January 1, 2014.

Sec. 34-608. (Note: This section is effective January 1, 2014.) Excluded entities and transactions. (a) The following entities shall not participate in a transaction under this chapter:

(1) A business corporation formed under special act;

(2) Cooperative associations formed under chapter 595;

(3) Cooperative marketing corporations formed under chapter 596;

(4) Electric cooperative corporations formed under chapter 597;

(5) Worker cooperative corporations formed under chapter 599a;

(6) Insurance companies, health care centers and other corporations formed under chapters 697 and 698;

(7) Health care centers, related service groups, hospital service corporations, medical service corporations and other corporations formed under chapter 698a;

(8) Prepaid legal service corporations formed under chapter 698b;

(9) Risk retention groups formed and organized under chapter 698;

(10) Fraternal benefit societies formed under chapter 700d;

(11) Banks, related organizations and other corporations formed under chapters 664, 664b and 666;

(12) Credit unions formed under chapter 667;

(13) Public service companies formed under chapter 277;

(14) Title insurance companies formed under chapter 700a;

(15) Out-of-state banks formed under chapter 666;

(16) Nondepository institutions formed under chapter 668;

(17) Nonprofit or not-for-profit corporations;

(18) Religious corporations and societies formed under chapter 598;

(19) Nonstock corporations formed under chapter 602;

(20) Unincorporated nonprofit associations;

(21) Cooperatives;

(22) A business trust or statutory trust entity; and

(23) Any entity described in subparagraph (B), (F), (G), (H) or (I) of subdivision (12) of section 34-600.

(b) This chapter shall not be used to effect a transaction that (1) involves any entity referenced in subsection (a) of this section, (2) is a conversion, merger, consolidation, interest exchange, division or any other transaction governed by this chapter between or among entities of the same type, or (3) is a conversion, merger, consolidation, interest exchange, division or other transaction governed by sections 34-600 to 34-646, inclusive, involving a domestic entity organized to render professional services unless the transaction involves another domestic entity organized to render the same professional service, except as otherwise permitted by the laws of this state.

(P.A. 11-241, S. 9; P.A. 12-32, S. 3.)

History: P.A. 11-241 effective January 1, 2014; P.A. 12-32 amended Subsec. (b) to add Subdiv. (3) re transactions involving a domestic entity organized to render professional services, effective January 1, 2014.

Secs. 34-609 and 34-610. Reserved for future use.

PART II

MERGER

Sec. 34-611. (Note: This section is effective January 1, 2014.) Merger authorized. (a) Except as provided in subsection (c) of this section, by complying with this part, (1) one or more domestic entities may merge with one or more domestic or foreign entities into a domestic or foreign surviving entity, and (2) two or more foreign entities may merge into a domestic entity.

(b) Except as provided in subsection (c) of this section, by complying with the provisions of this part applicable to foreign entities, a foreign entity may be a party to a merger under this part or may be the surviving entity in such a merger, provided the merger is authorized by the law of the foreign entity’s jurisdiction of organization.

(c) The provisions of this part shall not apply to a transaction involving:

(1) A merger between any two or more domestic corporations or one or more domestic corporations and one or more foreign corporations pursuant to chapter 601;

(2) A merger between any two or more domestic limited partnerships or one or more domestic limited partnerships and one or more foreign limited partnerships pursuant to chapter 610;

(3) A merger between two or more partnerships or limited liability partnerships pursuant to chapter 614;

(4) A merger between any two or more domestic limited liability companies or one or more domestic limited liability companies and one or more foreign limited liability companies pursuant to chapter 613; or

(5) A merger involving any entity referenced in section 34-608.

(P.A. 11-241, S. 10.)

History: P.A. 11-241 effective January 1, 2014.

Sec. 34-612. (Note: This section is effective January 1, 2014.) Plan of merger. (a) A domestic entity may become a party to a merger under this part by approving a plan of merger. Such plan shall be in a record and contain:

(1) As to each merging entity, the entity’s name, jurisdiction of organization and type;

(2) If the surviving entity is to be created in the merger, a statement to that effect and such entity’s name, jurisdiction of organization and type;

(3) The manner of converting the interests in each party to the merger into interests, securities, obligations, rights to acquire interests or securities, cash or other property, or any combination thereof;

(4) If the surviving entity exists before the merger, any proposed amendments to such entity’s public organic document or to such entity’s private organic rules that are, or are proposed to be, in a record;

(5) If the surviving entity is to be created in the merger, such entity’s proposed public organic document, if any, and the full text of such entity’s private organic rules that are proposed to be in a record;

(6) The other terms and conditions of the merger; and

(7) Any other provision required by the law of a merging entity’s jurisdiction of organization or the organic rules of a merging entity.

(b) A plan of merger may contain any other provision not prohibited by law.

(P.A. 11-241, S. 11.)

History: P.A. 11-241 effective January 1, 2014.

Sec. 34-613. (Note: This section is effective January 1, 2014.) Approval of plan of merger. (a) A plan of merger is not effective unless it has been approved:

(1) By a domestic merging entity (A) in accordance with the requirements, if any, in its organic law and organic rules for approval of (i) in the case of an entity that is not a business corporation, a merger, or (ii) in the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation; or (B) if neither its organic law nor organic rules provide for approval of a merger described in subparagraph (A)(ii) of this subdivision, by all of the interest holders of the entity entitled to vote on or consent to any matter; and

(2) In a record, by each interest holder of a domestic merging entity that shall have interest holder liability for liabilities that arise after the merger becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation, (A) the organic rules of the entity provide in a record for the approval of a merger in which some or all of such entity’s interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and (B) the interest holder voted for or consented in a record to such provision of the organic rules or became an interest holder after the adoption of such provision.

(b) A merger involving a foreign merging entity shall not be effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of organization.

(P.A. 11-241, S. 12.)

History: P.A. 11-241 effective January 1, 2014.

Sec. 34-614. (Note: This section is effective January 1, 2014.) Amendment or abandonment of plan of merger. (a) A plan of merger of a domestic merging entity may be amended (1) in the same manner as the plan was approved, provided the plan does not otherwise specify the manner in which it may be amended, or (2) by the governors or interest holders of the entity in the manner provided in the plan, except an interest holder that was entitled to vote on or consent to approval of the merger is entitled to vote on or consent to any amendment of the plan that shall change (A) the amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination thereof, to be received by the interest holders of any party to the plan; (B) the public organic document or private organic rules of the surviving entity that shall be in effect immediately after the merger becomes effective, except for changes that do not require approval of the interest holders of the surviving entity under its organic law or organic rules; or (C) any other terms or conditions of the plan, provided the change would adversely affect the interest holder in any material respect.

(b) After a plan of merger has been approved by a domestic merging entity and before a statement of merger becomes effective, the plan may be abandoned (1) as provided in the plan, or (2) unless prohibited by the plan, in the same manner as the plan was approved.

(c) If a plan of merger is abandoned after a statement of merger has been filed with the Secretary of the State but before the filing becomes effective, a statement of abandonment, signed on behalf of a merging entity, shall be filed with the Secretary of the State before the statement of merger becomes effective. The statement of abandonment shall take effect upon its filing, and the merger shall be deemed abandoned and shall not become effective. The statement of abandonment shall contain (1) the name of each merging or surviving entity that is a domestic entity or a qualified foreign entity; (2) the date on which the statement of merger was filed; and (3) a statement that the merger has been abandoned in accordance with this section.

(P.A. 11-241, S. 13.)

History: P.A. 11-241 effective January 1, 2014.

Sec. 34-615. (Note: This section is effective January 1, 2014.) Certificate of merger; effective date. (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.

(P.A. 11-241, S. 14.)

History: P.A. 11-241 effective January 1, 2014.

Sec. 34-616. (Note: This section is effective January 1, 2014.) Effect of merger. (a) When a merger becomes effective:

(1) The surviving entity shall continue to exist or come into existence;

(2) Each merging entity that is not the surviving entity shall cease to exist;

(3) All property of each merging entity shall vest in the surviving entity without assignment, reversion or impairment;

(4) All liabilities of each merging entity shall be liabilities of the surviving entity;

(5) Except as otherwise provided by law, other than as provided in this chapter or the plan of merger, all of the rights, privileges, immunities, powers and purposes of each merging entity shall vest in the surviving entity;

(6) If the surviving entity exists before the merger (A) all of its property shall continue to be vested in it without reversion or impairment; (B) it shall remain subject to all of its liabilities; and (C) all of its rights, privileges, immunities, powers and purposes shall continue to be vested in it;

(7) The name of the surviving entity may be substituted for the name of any merging entity that is a party to any pending action or proceeding;

(8) If the surviving entity exists before the merger (A) its public organic document, if any, shall be amended as provided in the statement of merger and shall be binding on its interest holders; and (B) its private organic rules that are to be in a record, if any, shall be amended to the extent provided in the plan of merger and shall be binding on and enforceable by (i) its interest holders; and (ii) in the case of a surviving entity that is not a business corporation, any other person that is a party to an agreement that is part of the surviving entity’s private organic rules;

(9) If the surviving entity is created by the merger (A) its public organic document, if any, shall be effective and binding on its interest holders; and (B) its private organic rules shall be effective and binding on and enforceable by (i) its interest holders; and (ii) in the case of a surviving entity that is not a business corporation, any other person that was a party to an agreement that was part of the organic rules of a merging entity if such person has agreed to be a party to an agreement that is part of the surviving entity’s private organic rules; and

(10) The interests in each merging entity that are to be converted in the merger shall be converted, and the interest holders of those interests shall be entitled only to the rights provided to them under the plan of merger and to any appraisal rights they have under section 34-607 and the merging entity’s organic law.

(b) Except as otherwise provided in the organic law or organic rules of a merging entity, the merger shall not give rise to any rights that an interest holder, governor or third party would otherwise have upon a dissolution, liquidation or winding-up of the merging entity.

(c) When a merger becomes effective, a person that did not have interest holder liability with respect to any of the merging entities and that becomes subject to interest holder liability with respect to a domestic entity as a result of a merger shall have interest holder liability only to the extent provided by the organic law of the entity and only for those liabilities that arise after the merger becomes effective.

(d) When a merger becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic merging entity with respect to which such person had interest holder liability shall be as follows:

(1) The merger shall not discharge any interest holder liability under the organic law of the domestic merging entity to the extent the interest holder liability arose before the merger became effective;

(2) Such person shall not have interest holder liability under the organic law of the domestic merging entity for any liability that arises after the merger becomes effective;

(3) The organic law of the domestic merging entity shall continue to apply to the release, collection or discharge of any interest holder liability preserved under subdivision (1) of this subsection as if the merger had not occurred and the surviving entity were the domestic merging entity; and

(4) Such person shall have whatever rights of contribution from any other person are provided by the organic law or organic rules of the domestic merging entity with respect to any interest holder liability preserved under subdivision (1) of this subsection as if the merger had not occurred.

(e) When a merger becomes effective, a foreign entity that is the surviving entity (1) may be served with process in this state for the collection and enforcement of any liabilities of a domestic merging entity; and (2) shall appoint the Secretary of the State as its agent for service of process for collecting or enforcing such liabilities.

(f) When a merger becomes effective, the certificate of authority or other foreign qualification of any foreign merging entity that is not the surviving entity shall be canceled.

(P.A. 11-241, S. 15.)

History: P.A. 11-241 effective January 1, 2014.

Secs. 34-617 to 34-620. Reserved for future use.

PART III

INTEREST EXCHANGE

Sec. 34-621. (Note: This section is effective January 1, 2014.) Interest exchange authorized. (a) Except as otherwise provided in this section, by complying with this part, (1) a domestic entity may acquire all of one or more classes or series of interests of another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination thereof; or (2) all of one or more classes or series of interests of a domestic entity may be acquired by another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination thereof.

(b) Except as otherwise provided in this section, by complying with the provisions of this part applicable to foreign entities, a foreign entity may be the acquiring or acquired entity in an interest exchange, provided the interest exchange is authorized by the law of the foreign entity’s jurisdiction of organization.

(c) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to an interest exchange, such provision shall apply to an interest exchange in which the domestic entity is the acquired entity as if the interest exchange were a merger until such time after January 1, 2014, as the provision is amended.

(P.A. 11-241, S. 16; P.A. 12-32, S. 4.)

History: P.A. 11-241 effective January 1, 2014; P.A. 12-32 amended Subsec. (c) to replace “October 1, 2011” with “January 1, 2014”, effective January 1, 2014.

Sec. 34-622. (Note: This section is effective January 1, 2014.) Plan of interest exchange. (a) A domestic entity may be the acquired entity in an interest exchange by approving a plan of interest exchange. The plan shall be in a record and contain:

(1) The name and type of the acquired entity;

(2) The name, jurisdiction of organization and type of the acquiring entity;

(3) The manner of converting the interests in the acquired entity into interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination thereof;

(4) Any proposed amendments to the public organic document or private organic rules that are, or are proposed to be, in a record of the acquired entity;

(5) The other terms and conditions of the interest exchange; and

(6) Any other provision required by the law of this state or the organic rules of the acquired entity.

(b) A plan of interest exchange may contain any other provision not prohibited by law.

(P.A. 11-241, S. 17.)

History: P.A. 11-241 effective January 1, 2014.

Sec. 34-623. (Note: This section is effective January 1, 2014.) Approval of interest exchange. (a) A plan of interest exchange shall not be effective unless it has been approved:

(1) By a domestic acquired entity (A) in accordance with the requirements, if any, in its organic law and organic rules for approval of an exchange of interests; (B) except as otherwise provided in subsection (c) of this section, if neither its organic law nor organic rules provide for approval of an exchange of interests, then in accordance with the requirements, if any, in its organic law and organic rules for approval of a merger, as if the interest exchange were a merger; or (C) if neither its organic law nor organic rules provide for approval of an exchange of interests or a merger, by all of the interest holders of the entity entitled to vote on or consent to any matter; and

(2) In a record, by each interest holder of a domestic acquired entity that shall have interest holder liability for liabilities that arise after the interest exchange becomes effective, unless, in the case of an entity that is not a business corporation, (A) the organic rules of the entity provide in a record for the approval of an interest exchange or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and (B) the interest holder voted for or consented in a record to such provision of the organic rules or became an interest holder after the adoption of such provision.

(b) An interest exchange involving a foreign acquired entity shall not be effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of organization.

(c) Except as otherwise provided in its organic law or organic rules, the interest holders of the acquiring entity shall not be required to approve the interest exchange.

(P.A. 11-241, S. 18.)

History: P.A. 11-241 effective January 1, 2014.

Sec. 34-624. (Note: This section is effective January 1, 2014.) Amendment or abandonment of plan of interest exchange. (a) A plan of interest exchange of a domestic acquired entity may be amended:

(1) In the same manner as the plan was approved, provided the plan does not otherwise specify the manner in which it may be amended; or

(2) By the governors or interest holders of the entity in the manner provided in the plan, except an interest holder that was entitled to vote on or consent to approval of the interest exchange shall be entitled to vote on or consent to any amendment of the plan that will change (A) the amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination thereof, to be received by any of the interest holders of the acquired entity under the plan; (B) the public organic document or private organic rules of the acquired entity that will be in effect immediately after the interest exchange becomes effective, except for changes that do not require approval of the interest holders of the acquired entity under its organic law or organic rules; or (C) any other terms or conditions of the plan, provided the change would adversely affect the interest holder in any material respect.

(b) After a plan of interest exchange has been approved by a domestic acquired entity and before a certificate of interest exchange becomes effective, the plan may be abandoned (1) as provided in the plan; or (2) unless prohibited by the plan, in the same manner as the plan was approved.

(c) If a plan of interest exchange is abandoned after a certificate of interest exchange has been filed with the Secretary of the State but before the filing becomes effective, a certificate of abandonment, signed on behalf of the acquired entity, shall be filed with the Secretary of the State before such time as the certificate of interest exchange becomes effective. The certificate of abandonment shall take effect upon its filing and the interest exchange shall be abandoned and shall not become effective. The certificate of abandonment shall contain (1) the name of the acquired entity; (2) the date on which the certificate of interest exchange was filed; and (3) a statement that the interest exchange has been abandoned in accordance with this section.

(P.A. 11-241, S. 19.)

History: P.A. 11-241 effective January 1, 2014.

Sec. 34-625. (Note: This section is effective January 1, 2014.) Certificate of interest exchange; effective date. (a) A certificate of interest exchange shall be signed on behalf of a domestic acquired entity and filed with the Secretary of the State.

(b) A certificate of interest exchange shall contain:

(1) The name and type of the acquired entity;

(2) The name, jurisdiction of organization and type of the acquiring entity;

(3) If the certificate of interest exchange is not to be effective upon filing, the date and time on which it will become effective, which may not be more than ninety days after the date of filing;

(4) A statement that the plan of interest exchange was approved by the acquired entity in accordance with this part; and

(5) Any amendments to the acquired entity’s public organic document approved as part of the plan of interest exchange.

(c) A certificate of interest exchange may contain any other provision not prohibited by law.

(d) A certificate of interest exchange shall become effective on the date and time of its filing or on the date and time specified in the certificate of interest exchange.

(P.A. 11-241, S. 20.)

History: P.A. 11-241 effective January 1, 2014.

Sec. 34-626. (Note: This section is effective January 1, 2014.) Effect of interest exchange. (a) When an interest exchange becomes effective:

(1) The interests in the acquired entity that are the subject of the interest exchange shall cease to exist or shall be converted or exchanged, and the interest holders of those interests shall be entitled only to the rights provided to them under the plan of interest exchange and to any appraisal rights they have under section 34-607 and the acquired entity’s organic law;

(2) The acquiring entity shall become the interest holder of the interests in the acquired entity stated in the plan of interest exchange to be acquired by the acquiring entity;

(3) The public organic document, if any, of the acquired entity shall be amended as provided in the certificate of interest exchange and shall be binding on its interest holders; and

(4) The private organic rules of the acquired entity that are to be in a record, if any, shall be amended to the extent provided in the plan of interest exchange and be binding on and enforceable by (A) its interest holders; and (B) in the case of an acquired entity that is not a corporation, any other person that is a party to an agreement that is part of the acquired entity’s private organic rules.

(b) Except as otherwise provided in the organic law or organic rules of the acquired entity, the interest exchange shall not give rise to any rights that an interest holder, governor or third party would otherwise have upon a dissolution, liquidation or winding-up of the acquired entity.

(c) When an interest exchange becomes effective, a person that did not have interest holder liability with respect to the acquired entity and that becomes subject to interest holder liability with respect to a domestic entity as a result of the interest exchange shall have interest holder liability only to the extent provided by the organic law of the entity and only for those liabilities that arise after the interest exchange becomes effective.

(d) When an interest exchange becomes effective, the interest holder liability of a person that ceases to hold an interest in a domestic acquired entity with respect to which such person had interest holder liability shall be as follows:

(1) The interest exchange shall not discharge any interest holder liability under the organic law of the domestic acquired entity to the extent the interest holder liability arose before the interest exchange became effective;

(2) Such person shall not have interest holder liability under the organic law of the domestic acquired entity for any liability that arises after the interest exchange becomes effective;

(3) The organic law of the domestic acquired entity shall continue to apply to the release, collection or discharge of any interest holder liability preserved under subdivision (1) of this subsection as if the interest exchange had not occurred; and

(4) Such person shall have whatever rights of contribution from any other person are provided by the organic law or organic rules of the domestic acquired entity with respect to any interest holder liability preserved under subdivision (1) of this subsection as if the interest exchange had not occurred.

(P.A. 11-241, S. 21.)

History: P.A. 11-241 effective January 1, 2014.

Secs. 34-627 to 34-630. Reserved for future use.

PART IV

CONVERSION

Sec. 34-631. (Note: This section is effective January 1, 2014.) Conversion authorized. (a) Except as otherwise provided in this section, by complying with this chapter, a domestic entity may become (1) a domestic entity of a different type; or (2) a foreign entity of a different type, provided the conversion is authorized by the law of the foreign jurisdiction.

(b) Except as otherwise provided in this section, by complying with the provisions of this part applicable to foreign entities, a foreign entity may become a domestic entity of a different type, provided the conversion is authorized by the law of the foreign entity’s jurisdiction of organization or the foreign entity’s organic rules.

(c) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a conversion, such provision shall apply to a conversion of the entity as if the conversion were a merger until such time after January 1, 2014, as the provision is amended.

(P.A. 11-241, S. 22; P.A. 12-32, S. 5.)

History: P.A. 11-241 effective January 1, 2014; P.A. 12-32 amended Subsec. (c) to replace “October 1, 2011” with “January 1, 2014”, effective January 1, 2014.

Sec. 34-632. (Note: This section is effective January 1, 2014.) Plan of conversion. (a) A domestic entity may convert to a different type of entity under this part by approving a plan of conversion. The plan shall be in a record and contain:

(1) The name and type of the converting entity;

(2) The name, jurisdiction of organization and type of the converted entity;

(3) The manner of converting the interests in the converting entity into interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination thereof;

(4) The proposed public organic document of the converted entity if it shall be a filing entity;

(5) The full text of the private organic rules of the converted entity that are proposed to be in a record;

(6) The other terms and conditions of the conversion; and

(7) Any other provision required by the law of this state or the organic rules of the converting entity.

(b) A plan of conversion may contain any other provision not prohibited by law.

(P.A. 11-241, S. 23.)

History: P.A. 11-241 effective January 1, 2014.

Sec. 34-633. (Note: This section is effective January 1, 2014.) Approval of plan of conversion. (a) A plan of conversion shall not be effective unless it has been approved:

(1) By a domestic converting entity (A) in accordance with the requirements, if any, in its organic rules for approval of a conversion; (B) if its organic rules do not provide for approval of a conversion, in accordance with the requirements, if any, in its organic law and organic rules for approval of (i) in the case of an entity that is not a business corporation, a merger, as if the conversion were a merger; or (ii) in the case of a corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the conversion were that type of merger; or (C) if neither its organic law nor organic rules provide for approval of a conversion or a merger described in subparagraph (A) or (B) of this subdivision, by all of the interest holders of the entity entitled to vote on or consent to any matter; and

(2) In a record, by each interest holder of a domestic converting entity that shall have interest holder liability for liabilities that arise after the conversion becomes effective, unless, in the case of an entity that is not a business or nonprofit corporation, (A) the organic rules of the entity provide in a record for the approval of a conversion or a merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and (B) the interest holder voted for or consented in a record to such provision of the organic rules or became an interest holder after the adoption of such provision.

(b) A conversion of a foreign converting entity shall not be effective unless it is approved by the foreign entity in accordance with the law of the foreign entity’s jurisdiction of organization or the foreign entity’s organic rules.

(P.A. 11-241, S. 24.)

History: P.A. 11-241 effective January 1, 2014.

Sec. 34-634. (Note: This section is effective January 1, 2014.) Amendment or abandonment of plan of conversion. (a) A plan of conversion of a domestic converting entity may be amended (1) in the same manner as the plan was approved, provided the plan does not otherwise specify the manner in which it may be amended; or (2) by the governors or interest holders of the entity in the manner provided in the plan, except an interest holder that was entitled to vote on or consent to approval of the conversion shall be entitled to vote on or consent to any amendment of the plan that shall change (A) the amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination thereof, to be received by any of the interest holders of the converting entity under the plan; (B) the public organic document or private organic rules of the converted entity that shall be in effect immediately after the conversion becomes effective, except for changes that do not require approval of the interest holders of the converted entity under its organic law or organic rules; or (C) any other terms or conditions of the plan, provided the change would adversely affect the interest holder in any material respect.

(b) After a plan of conversion has been approved by a domestic converting entity and before a certificate of conversion becomes effective, the plan may be abandoned (1) as provided in the plan; or (2) unless prohibited by the plan, in the same manner as the plan was approved.

(c) If a plan of conversion is abandoned after a certificate of conversion has been filed with the Secretary of the State but before the filing becomes effective, a certificate of abandonment, signed on behalf of the entity, shall be filed with the Secretary of the State before such time as the certificate of conversion becomes effective. The certificate of abandonment shall take effect upon its filing and the conversion shall be abandoned and shall not become effective. The certificate of abandonment shall contain (1) the name of the converting entity; (2) the date on which the certificate of conversion was filed; and (3) a statement that the conversion has been abandoned in accordance with this section.

(P.A. 11-241, S. 25.)

History: P.A. 11-241 effective January 1, 2014.

Sec. 34-635. (Note: This section is effective January 1, 2014.) Certificate of conversion; effective date. (a) A certificate of conversion shall be signed on behalf of the converting entity and filed with the Secretary of the State.

(b) A certificate of conversion shall contain:

(1) The name, jurisdiction of organization and type of the converting entity;

(2) The name, jurisdiction of organization and type of the converted entity;

(3) If the certificate of conversion is not to be effective upon its filing, the date and time on which it shall become effective;

(4) If the converting entity is a domestic entity, a statement that the plan of conversion was approved in accordance with this part or, if the converting entity is a foreign entity, a statement that the conversion was approved by the foreign converting entity in accordance with the law of its jurisdiction of organization;

(5) If the converted entity is a domestic filing entity, the text of its public organic document, as an attachment;

(6) If the converted entity is a domestic limited liability partnership, the text of its certificate of limited liability partnership, as an attachment; and

(7) If the converted 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 34-636.

(c) In addition to the requirements of subsection (b) of this section, a certificate of conversion may contain any other provision not prohibited by law.

(d) If the converted 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 conversion shall become effective upon the date and time of its filing or the date and time specified in the certificate of conversion.

(P.A. 11-241, S. 26.)

History: P.A. 11-241 effective January 1, 2014.

Sec. 34-636. (Note: This section is effective January 1, 2014.) Effect of conversion. (a) When a conversion becomes effective:

(1) The converted entity shall be (A) organized under and subject to the organic law of the converted entity; and (B) the same entity without interruption as the converting entity;

(2) All property of the converting entity shall continue to be vested in the converted entity without assignment, reversion or impairment;

(3) All liabilities of the converting entity shall continue as liabilities of the converted entity;

(4) Except as provided by law, other than this chapter or the plan of conversion, all of the rights, privileges, immunities, powers and purposes of the converting entity shall remain in the converted entity;

(5) The name of the converted entity may be substituted for the name of the converting entity in any pending action or proceeding;

(6) If a converted entity is a filing entity, its public organic document shall be effective and binding on its interest holders;

(7) If the converted entity is a limited liability partnership, its certificate of limited liability partnership shall be effective simultaneously;

(8) The private organic rules of the converted entity that are to be in a record, if any, approved as part of the plan of conversion shall be effective and binding on and enforceable by (A) its interest holders; and (B) in the case of a converted entity that is not a business corporation or nonprofit corporation, any other person that is a party to an agreement that is part of the entity’s private organic rules; and

(9) The interests in the converting entity shall be converted, and the interest holders of the converting entity shall be entitled only to the rights provided to them under the plan of conversion and to any appraisal rights they have under section 34-607 and the converting entity’s organic law.

(b) Except as otherwise provided in the organic law or organic rules of the converting entity, the conversion shall not give rise to any rights that an interest holder, governor or third party would otherwise have upon a dissolution, liquidation or winding-up of the converting entity.

(c) When a conversion becomes effective, a person that did not have interest holder liability with respect to the converting entity and that becomes subject to interest holder liability with respect to a domestic entity as a result of a conversion shall have interest holder liability only to the extent provided by the organic law of the entity and only for those liabilities that arise after the conversion becomes effective.

(d) When a conversion becomes effective:

(1) The conversion shall not discharge any interest holder liability under the organic law of a domestic converting entity to the extent the interest holder liability arose before the conversion became effective;

(2) A person shall not have interest holder liability under the organic law of a domestic converting entity for any liability that arises after the conversion becomes effective;

(3) The organic law of a domestic converting entity shall continue to apply to the release, collection or discharge of any interest holder liability preserved under subdivision (1) of this subsection as if the conversion had not occurred; and

(4) A person shall have whatever rights of contribution from any other person are provided by the organic law or organic rules of the domestic converting entity with respect to any interest holder liability preserved under subdivision (1) of this subsection as if the conversion had not occurred.

(e) When a conversion becomes effective, a foreign entity that is the converted entity (1) may be served with process in this state for the collection and enforcement of any of its liabilities; and (2) shall appoint the Secretary of the State as its agent for service of process for collecting or enforcing those liabilities.

(f) If the converting entity is a qualified foreign entity, the certificate of authority or other foreign qualification of the converting entity shall be canceled when the conversion becomes effective.

(g) A conversion shall not require the entity to wind up its affairs and shall not constitute or cause the dissolution of the entity.

(P.A. 11-241, S. 27.)

History: P.A. 11-241 effective January 1, 2014.

Secs. 34-637 to 34-640. Reserved for future use.

PART V

DOMESTICATION

Sec. 34-641. (Note: This section is effective January 1, 2014.) Domestication authorized. (a) As used in this part, “domestic entity” means, with respect to a foreign jurisdiction, an entity whose internal affairs are governed by the law of the foreign jurisdiction.

(b) Except as otherwise provided in this section, by complying with this part, a domestic entity may become a domestic entity of the same type in a foreign jurisdiction, provided the domestication is authorized by the law of the foreign jurisdiction.

(c) Except as otherwise provided in this section, by complying with the provisions of this part applicable to foreign entities, a foreign entity may become a domestic entity of the same type in this state if the domestication is authorized by the law of the foreign entity’s jurisdiction of organization.

(d) If a protected agreement contains a provision that applies to a merger of a domestic entity but does not refer to a domestication, the provision shall apply to a domestication of the entity as if the domestication were a merger until such time after January 1, 2014, as the provision is amended.

(P.A. 11-241, S. 28; P.A. 12-32, S. 6.)

History: P.A. 11-241 effective January 1, 2014; P.A. 12-32 amended Subsec. (d) to replace “October 1, 2011” with “January 1, 2014”, effective January 1, 2014.

Sec. 34-642. (Note: This section is effective January 1, 2014.) Plan of domestication. (a) A domestic entity may become a foreign entity in a domestication by approving a plan of domestication. The plan shall be in a record and contain:

(1) The name and type of the domesticating entity;

(2) The name and jurisdiction of organization of the domesticated entity;

(3) The manner of converting the interests in the domesticating entity into interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination thereof;

(4) The proposed public organic document of the domesticated entity if it is a filing entity;

(5) The full text of the private organic rules of the domesticated entity that are proposed to be in a record;

(6) The other terms and conditions of the domestication; and

(7) Any other provision required by the law of this state or the organic rules of the domesticating entity.

(b) A plan of domestication may contain any other provision not prohibited by law.

(P.A. 11-241, S. 29.)

History: P.A. 11-241 effective January 1, 2014.

Sec. 34-643. (Note: This section is effective January 1, 2014.) Approval of plan of domestication. (a) A plan of domestication shall not be effective unless it has been approved:

(1) By a domestic domesticating entity (A) in accordance with the requirements, if any, in its organic rules for approval of a domestication; (B) if its organic rules do not provide for approval of a domestication, in accordance with the requirements, if any, in its organic law and organic rules for approval of (i) in the case of an entity that is not a business corporation, a merger, as if the domestication were a merger; or (ii) in the case of a business corporation, a merger requiring approval by a vote of the interest holders of the business corporation, as if the domestication were that type of merger; or (C) if neither its organic law nor organic rules provide for approval of a domestication or a merger described in subparagraph (B)(ii) of this subdivision, by all of the interest holders of the entity entitled to vote on or consent to any matter; and

(2) In a record, by each interest holder of a domestic domesticating entity that shall have interest holder liability for liabilities that arise after the domestication becomes effective, unless, in the case of an entity that is not a business corporation or nonprofit corporation, (A) the organic rules of the entity in a record provide for the approval of a domestication or merger in which some or all of its interest holders become subject to interest holder liability by the vote or consent of fewer than all of the interest holders; and (B) the interest holder voted for or consented in a record to that provision of the organic rules or became an interest holder after the adoption of that provision.

(b) A domestication of a foreign domesticating entity shall not be effective unless it is approved in accordance with the law of the foreign entity’s jurisdiction of organization.

(P.A. 11-241, S. 30.)

History: P.A. 11-241 effective January 1, 2014.

Sec. 34-644. (Note: This section is effective January 1, 2014.) Amendment or abandonment of plan of domestication. (a) A plan of domestication of a domestic domesticating entity may be amended (1) in the same manner as the plan was approved, provided the plan does not otherwise specify the manner in which it may be amended; or (2) by the governors or interest holders of the entity in the manner provided in the plan, except an interest holder that was entitled to vote on or consent to approval of the domestication is entitled to vote on or consent to any amendment of the plan that shall change (A) the amount or kind of interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination thereof, to be received by any of the interest holders of the domesticating entity under the plan; (B) the public organic document or private organic rules of the domesticated entity that shall be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the interest holders of the domesticated entity under its organic law or organic rules; or (C) any other terms or conditions of the plan, provided the change would adversely affect the interest holder in any material respect.

(b) After a plan of domestication has been approved by a domestic domesticating entity and before a statement of domestication becomes effective, the plan may be abandoned (1) as provided in the plan; or (2) unless prohibited by the plan, in the same manner as the plan was approved.

(c) If a plan of domestication is abandoned after a statement of domestication has been filed with the Secretary of the State but before the filing becomes effective, a statement of abandonment, signed on behalf of the entity, shall be filed with the Secretary of the State before the time when the statement of domestication becomes effective. The statement of abandonment shall take effect upon its filing, and the domestication shall be abandoned and shall not become effective. The statement of abandonment shall contain (1) the name of the domesticating entity; (2) the date on which the statement of domestication was filed; and (3) a statement that the domestication has been abandoned in accordance with this section.

(P.A. 11-241, S. 31.)

History: P.A. 11-241 effective January 1, 2014.

Sec. 34-645. (Note: This section is effective January 1, 2014.) Statement of domestication; effective date. (a) A statement of domestication shall be signed on behalf of the domesticating entity and filed with the Secretary of the State.

(b) A statement of domestication shall contain:

(1) The name, jurisdiction of organization and type of the domesticating entity;

(2) The name and jurisdiction of organization of the domesticated entity;

(3) If the statement of domestication is not effective upon its filing, the date and time when it shall become effective, which may not be later than ninety days after the date of such filing;

(4) If the domesticating entity is a domestic entity, a statement that the plan of domestication was approved in accordance with this part or, if the domesticating entity is a foreign entity, a statement that the domestication was approved in accordance with the law of its jurisdiction of organization;

(5) If the domesticated entity is a domestic filing entity, its public organic document, as an attachment;

(6) If the domesticated entity is a domestic limited liability partnership, its certificate of limited liability partnership as an attachment; and

(7) If the domesticated 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 34-646.

(c) In addition to the requirements of subsection (b) of this section, a statement of domestication may contain any other provision not prohibited by law.

(d) If the domesticated 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 statement of domestication shall become effective upon the date and time of its filing or the date and time specified in the statement of domestication.

(P.A. 11-241, S. 32.)

History: P.A. 11-241 effective January 1, 2014.

Sec. 34-646. (Note: This section is effective January 1, 2014.) Effect of domestication. (a) When a domestication becomes effective:

(1) The domesticated entity shall be (A) organized under and subject to the organic law of the domesticated entity; and (B) the same entity without interruption as the domesticating entity;

(2) All property of the domesticating entity shall continue to be vested in the domesticated entity without assignment, reversion or impairment;

(3) All liabilities of the domesticating entity shall continue as liabilities of the domesticated entity;

(4) Except as provided by law, other than this chapter or the plan of domestication, all of the rights, privileges, immunities, powers and purposes of the domesticating entity shall remain in the domesticated entity;

(5) The name of the domesticated entity may be substituted for the name of the domesticating entity in any pending action or proceeding;

(6) If the domesticated entity is a filing entity, its public organic document shall be effective and binding on its interest holders;

(7) If the domesticated entity is a limited liability partnership, its certificate of limited partnership shall be effective simultaneously;

(8) The private organic rules of the domesticated entity that are to be in a record, if any, approved as part of the plan of domestication shall be effective and binding on and enforceable by (A) its interest holders; and (B) in the case of a domesticated entity that is not a business corporation, any other person that is a party to an agreement that is part of the domesticated entity’s private organic rules; and

(9) The interests in the domesticating entity shall be converted to the extent and in the manner approved in connection with the domestication, and the interest holders of the domesticating entity shall be entitled only to the rights provided to them under the plan of domestication and to any appraisal rights they have under section 34-607 and the domesticating entity’s organic law.

(b) Except as otherwise provided in the organic law or organic rules of the domesticating entity, the domestication shall not give rise to any rights that an interest holder, governor or third party would otherwise have upon a dissolution, liquidation or winding-up of the domesticating entity.

(c) When a domestication becomes effective, a person that did not have interest holder liability with respect to the domesticating entity and that becomes subject to interest holder liability with respect to a domestic entity as a result of the domestication shall have interest holder liability only to the extent provided by the organic law of the entity and only for those liabilities that arise after the domestication becomes effective.

(d) When a domestication becomes effective:

(1) The domestication shall not discharge any interest holder liability under the organic law of a domesticating domestic entity to the extent the interest holder liability arose before the domestication became effective;

(2) A person shall not have interest holder liability under the organic law of a domestic domesticating entity for any liability that arises after the domestication becomes effective;

(3) The organic law of a domestic domesticating entity shall continue to apply to the release, collection or discharge of any interest holder liability preserved under subdivision (1) of this subsection as if the domestication had not occurred; and

(4) A person shall have whatever rights of contribution from any other person are provided by the organic law or organic rules of a domestic domesticating entity with respect to any interest holder liability preserved under subdivision (1) of this subsection as if the domestication had not occurred.

(e) When a domestication becomes effective, a foreign entity that is the domesticated entity (1) may be served with process in this state for the collection and enforcement of any of its liabilities; and (2) shall appoint the Secretary of the State as its agent for service of process for collecting or enforcing those liabilities.

(f) If the domesticating entity is a qualified foreign entity, the certificate of authority or other foreign qualification of the domesticating entity shall be canceled when the domestication becomes effective.

(g) A domestication shall not require the entity to wind up its affairs and shall not constitute or cause the dissolution of the entity.

(P.A. 11-241, S. 33.)

History: P.A. 11-241 effective January 1, 2014.