Connecticut § 33-818 Merger of subsidiary.

Connecticut Statutes

§ 33-818 — Merger of subsidiary.

Connecticut·Title 33 Corporations·Ch. 601 Business Corporations

(a)A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least ninety per cent of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may merge the subsidiary into itself or into another such subsidiary, or merge itself into the subsidiary, without the approval of the board of directors or shareholders of the subsidiary, unless (1) the certificate of incorporation of any of the corporations otherwise provides, and (2) in the case of a foreign subsidiary, approval by the foreign subsidiary's board of directors or shareholders is required by the law under which the subsidiary is organized.

(b)If under subsection (a) of this section approval of a merger by the subsidiary's shareho

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(a) A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least ninety per cent of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may merge the subsidiary into itself or into another such subsidiary, or merge itself into the subsidiary, without the approval of the board of directors or shareholders of the subsidiary, unless (1) the certificate of incorporation of any of the corporations otherwise provides, and (2) in the case of a foreign subsidiary, approval by the foreign subsidiary's board of directors or shareholders is required by the law under which the subsidiary is organized. (b) If under subsection (a) of this section approval of a merger by the subsidiary's shareholders is not required, the parent corporation shall, within ten days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective. (c) Except as provided in subsections (a) and (b) of this section, a merger between a parent and a subsidiary shall be governed by the provisions of sections 33-815 to 33-829 , inclusive, applicable to mergers generally.

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Legislative History

(P.A. 94-186, S. 135, 215; P.A. 96-271, S. 104, 105, 254; P.A. 03-18, S. 21; P.A. 09-55, S. 28.) History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 replaced “articles” of merger with “certificate” of merger and “articles” of incorporation with “certificate” of incorporation where appearing, effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by replacing former provisions with provisions re merger of domestic or foreign subsidiary corporation with domestic parent corporation or another subsidiary, deleted former Subsecs. (b), (c), (d) and (e) re plan and certificate of merger, added new Subsec. (b) re notice to subsidiary's shareholders and added new Subsec. (c) re applicable law, effective July 1, 2003; P.A. 09-55 amended Subsec. (a) to authorize merger “without the approval of the board of directors or shareholders of the subsidiary” and delete in Subdiv. (2) exception re when approval of merger by foreign subsidiary's board of directors or shareholders is required by the law by which subsidiary is governed, and amended Subsec. (b) to make a technical change.