§ 33-820 — Effect of merger or share exchange.

Connecticut § 33-820

• Jurisdiction: Connecticut
• Title 33: Corporations
• Ch. 601: Business Corporations

Text

(a) When a merger becomes effective: (1) The corporation that is designated in the certificate of merger as the survivor continues or comes into existence, as the case may be; (2) The separate existence of every corporation that is merged into the survivor ceases; (3) All liabilities of each corporation that is merged into the survivor are vested in the survivor; (4) All property owned by, and every contract right possessed by, each corporation that merges into the survivor is vested in the survivor without reversion or impairment; (5) The name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger; (6) The certificate of incorporation of the survivor are amended to the extent provided in the certificate of merger; (7) The certificate of incorporation of a survivor that is created by the merger become effective; and (8) The shares of each corporation that is a party to the merger that are to be converted under the plan of merger into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, are converted, and the former holders of such shares or interests are entitled only to the rights provided to them in the plan of merger or to any rights they may have under sections 33-855 to 33-879 , inclusive. (b) When a share exchange becomes effective, the former holders of shares of each domestic corporation that are to be exchanged for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash or other property, or any combination thereof, are entitled only to the rights provided to them in the plan of share exchange or to any rights they may have under sections 33-855 to 33-879 , inclusive. (c) Any shareholder of a domestic corporation that is a party to a merger or a share exchange and, prior to the merger or the share exchange, was liable for the liabilities or obligations of such corporation, shall not be released from such liabilities or obligations by reason of the merger or the share exchange. (d) Upon a merger becoming effective, a foreign corporation that is the survivor of the merger is deemed to: (1) Appoint the Secretary of the State as its agent for service of process in a proceeding to enforce the rights of shareholders of each domestic corporation that is a party to the merger who exercise appraisal rights; and (2) agree that it shall promptly pay the amount, if any, to which such shareholders are entitled under sections 33-855 to 33-879 , inclusive.

Legislative History

(P.A. 94-186, S. 137, 215; P.A. 96-271, S. 107, 254; P.A. 03-18, S. 23; P.A. 11-241, S. 39, 40.) History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (a) to replace “articles” of incorporation with “certificate” of incorporation in Subdiv. (5) and “articles” of merger with “certificate” of merger in Subdiv. (6) and amended Subsec. (b) to replace “articles” of share exchange with “certificate” of share exchange, effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by replacing “takes effect” with “becomes effective”, deleting former Subdivs. (1) to (6) and adding new Subdivs. (1) to (8) re when a merger becomes effective, amended Subsec. (b) by deleting provisions re exchange of shares of acquired corporation as provided in plan when share exchange takes effect, adding provisions re rights of former holders of shares of domestic corporation that are to be exchanged when share exchange becomes effective, and replacing “exchange rights provided” with “rights provided to them”, “certificate” with “plan”, “their rights” with “any rights they may have” and “33-872” with “33-879”, added Subsec. (c) re shareholder liabilities and obligations, and added Subsec. (d) re foreign corporation or other entity that is the survivor, effective July 1, 2003; P.A. 11-241 amended Subsec. (a) to delete provisions re other entity, organizational documents and interests in such entity and amended Subsec. (d) to delete provision re foreign other entity and change “will” to “shall”, effective January 1, 2014.