§ 34-33f — Effect of merger or consolidation.

Connecticut § 34-33f

• Jurisdiction: Connecticut
• Title 34: Limited Partnerships, Partnerships, Professional Associations, Limited Liability Companies and Statutory Trusts
• Ch. 610: Uniform Limited Partnership Act

Text

(a) The survivor shall be a single limited partnership, which, in the case of a merger shall be that limited partnership designated in the plan of merger as the survivor and, in the case of a consolidation shall be the new limited partnership provided for in the plan of consolidation. (b) The separate existence of each party to the merger or the consolidation, except the survivor, shall cease. (c) For the purposes of the laws of this state, the survivor shall thereupon and thereafter, to the extent consistent with its certificate of limited partnership as in effect upon effecting the merger or consolidation, possess all of the rights, privileges and powers of each of the limited partnerships that have merged or consolidated, and all property, real, personal and mixed, and all debts due to any of such limited partnerships as well as all other things and choses in action belonging to each of such limited partnerships, and all and every other interests, of or belonging to or due to each of the limited partnerships so merged or consolidated, shall be vested in such single limited partnership without further act or deed; and the title to any real estate, or any interest therein, vested in any of such limited partnerships shall not revert or be in any way impaired by reason of such merger or consolidation. (d) Any devise, bequest, gift or grant, contained in any will or in any other instrument, made before or after the merger or consolidation, to or for the benefit of any party to the merger or the consolidation shall inure to the benefit of the survivor. So far as is necessary for that purpose, the existence of each party to the merger or the consolidation shall be deemed to continue in and through the survivor. (e) The survivor shall be liable for all the liabilities, obligations and penalties of each party to the merger or the consolidation; and any claim existing or action or proceeding, civil or criminal, pending by or against any such limited partnership may be prosecuted as if such merger or consolidation had not taken place, or such survivor may be substituted in its place; and any judgment rendered against any party to the merger or the consolidation may be enforced against the survivor. Neither the rights of creditors nor any liens upon the property of any merging or consolidating limited partnership shall be impaired by the merger or consolidation. (f) Any general partner of a limited partnership that is a party to a merger or a consolidation who, prior to the merger or the consolidation, was obligated for any of the liabilities or obligations of the limited partnership shall not be released by reason of the merger or the consolidation from any such liabilities or obligations arising prior to the effective time of the merger or the consolidation.

Legislative History

(P.A. 93-363, S. 32; P.A. 03-18, S. 58; P.A. 11-241, S. 44.) History: P.A. 03-18 replaced references to surviving or new limited partnership with references to survivor, added references to other entities and replaced references to merging or consolidating limited partnerships with references to party to the merger or consolidation throughout, amended Subsec. (a) by replacing “merging limited partnerships or consolidating limited partnerships party to the plan of merger or consolidation” with “survivor”, amended Subsec. (b) by replacing “all merging or consolidating limited partnerships party to the plan of merger or consolidation” with “each party to the merger or the consolidation”, amended Subsec. (c) by adding provision re other organizational documents and deleting “taken and transferred to and”, and added Subsec. (f) re liabilities and obligations of general partner of limited partnership or holder of interest in other entity, effective July 1, 2003; P.A. 11-241 deleted provisions re other entities and organizational documents, effective January 1, 2014.